S-1/A

As filed with the Securities and Exchange Commission on January 8, 2014

Registration No. 333-189807

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 5

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SANTANDER CONSUMER USA HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	6141	32-0414408
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

8585 North Stemmons Freeway Suite 1100-N

Dallas, Texas 75247

(214) 634-1110

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jason Kulas

President and Chief Financial Officer

8585 North Stemmons Freeway, Suite 1100-N

Dallas, Texas 75247

(214) 634-1110

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard K. Kim, Esq. Benjamin M. Roth, Esq. Mark F. Veblen, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000 Jeffrey D. Karpf, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2000 Facsimile: (212) 225-3999

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(2)(3)
Common Stock, par value $0.01 per share	74,999,999	$24.00	$1,799,999,976	$231,840

(1) Includes 9,782,608 shares of common stock which may be sold pursuant to the underwriters’ option to purchase additional shares.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3) The Registrant previously paid $6,820 of the total registration fee in connection with prior filings of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated January 8, 2014.

PROSPECTUS

65,217,391 Shares

Santander Consumer USA Holdings Inc.

Common Stock

This is the initial public offering of our common stock. The selling stockholders named in this prospectus are selling 65,217,391 shares of our common stock. We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from the sale of the shares by the selling stockholders. We currently expect the initial public offering price to be between $22.00 and $24.00 per share of common stock.

Some of the selling stockholders have granted the underwriters an option to purchase up to 9,782,608 additional shares of common stock.

We have applied to have the common stock listed on the New York Stock Exchange under the symbol “SC.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 13.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price
Underwriting discounts
Proceeds, to the selling stockholders (before expenses)

The underwriters expect to deliver the shares to purchasers on or about             , 2014 through the book-entry facilities of The Depository Trust Company, New York.

Global Coordinators and Joint Book-Running Managers

Citigroup J.P. Morgan

Joint Book-Running Managers

BofA Merrill Lynch Deutsche Bank Securities Santander

Barclays Goldman, Sachs & Co. Morgan Stanley RBC Capital Markets

BMO Capital Markets Credit Suisse UBS Investment Bank Wells Fargo Securities

Co-Managers

KKR Sandler O’Neill + Partners, L.P. Stephens Inc. LOYAL3 Securities

Prospectus dated             , 2014

We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than its date.

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		13
Cautionary Note Regarding Forward-Looking Statements		32
Use of Proceeds		33
Reorganization		34
Dividend Policy		35
Capitalization		36
Dilution		37
Selected Historical Consolidated Financial Information		38
Management’s Discussion and Analysis of Financial Condition and Results Of Operations		41
Business		81
Management		99
Compensation Discussion and Analysis		106
Security Ownership of Certain Beneficial Owners, Management and Selling Stockholders		133
Certain Relationships and Related Party Transactions		136
Description of Capital Stock		144
Shares Eligible for Future Sale		150
Material U.S. Tax Consequences to Non-U.S. Holders		152
Underwriting		155
Conflict of Interest		158
Legal Matters		162
Experts		162
Where You Can Find More Information		163
Index to Consolidated Financial Statements		F-1

Unless otherwise indicated, the information presented in this prospectus assumes (i) an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus, and (ii) that the underwriters’ over-allotment option is not exercised.

Santander Consumer USA Holdings Inc. is a newly-formed Delaware corporation that has not, to date, conducted any activities other than those incident to its formation and the preparation of this registration statement. Unless we state otherwise or the context otherwise requires, references in this prospectus to “SCUSA,” “we,” “our,” “us,” and the “Company” for all periods after the reorganization transactions described in the section entitled “Reorganization” (which will be completed in connection with this offering) refer to Santander Consumer USA Holdings Inc. and its consolidated subsidiaries after giving effect to such reorganization transactions. For all periods before the completion of such reorganization transactions, these terms refer to Santander Consumer USA Inc., an Illinois corporation, and its predecessors and their respective consolidated subsidiaries.

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About this Prospectus

Market Data

Market data used in this prospectus has been obtained from independent industry sources and publications, such as the Federal Reserve Bank of New York; the Federal Reserve Bank of Philadelphia; the Board of Governors of the Federal Reserve System; The Conference Board; the Consumer Financial Protection Bureau; Equifax Inc.; Experian Automotive; Chrysler Group LLC; Fair Isaac Corporation; FICO^® Banking Analytics Blog; Polk Automotive; the United States Department of Commerce: Bureau of Economic Analysis; J.D. Power; and Ward’s Automotive Reports. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this prospectus.

For purposes of this prospectus, we categorize the prime segment as borrowers with FICO^® scores of 660 and above, the super prime segment as a portion of borrowers within the prime segment with FICO^® scores of 720 and above, and the nonprime segment as borrowers with FICO^® scores below 660. FICO^® is a registered trademark of Fair Isaac Corporation. FICO^® scores are provided by Fair Isaac Corporation and are designed to measure the likelihood that a consumer will pay his or her credit obligations as agreed.

Glossary of Selected Terms

Below is a list of additional terms and their respective meanings which we use throughout this prospectus.

Advance Rate

The maximum percentage of the value of collateral that a lender is willing to extend for a loan. The advance rate helps a borrower determine what kind of collateral to provide in order to secure the desired loan amount, and helps minimize a lender’s loss exposure when accepting collateral that can fluctuate in value.

Clean-Up Call

The action of an issuer of a debt instrument (such as a bond) requiring early redemption of the instrument before it is fully amortized.

Credit/Warehouse Facility (Line of Credit)

Any credit source extended to a business by a bank or other financial institution. A line of credit is effectively a source of funds that can readily be tapped at the borrower’s discretion. Interest is paid only on money actually withdrawn. However, the borrower may be required to pay an unused line fee, often an annualized percentage fee on the money not withdrawn. Lines of credit can be secured by collateral, or may be unsecured.

Credit Enhancement

Through credit enhancement, the lender is provided with reassurance that the borrower will honor the obligation through additional collateral, insurance, or a third-party guarantee. Credit enhancement reduces credit/default risk of a debt, thereby increasing the overall credit rating and lowering interest rates.

Dealer Loans

Floorplan lines of credit, real estate loans, and working capital loans to automotive dealers.

FICO^®

A type of credit score that makes up a substantial portion of the credit report that lenders use to assess an applicant’s credit risk and whether to extend a loan.

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FICO^® is an acronym for the Fair Isaac Corporation, the creator of the FICO^® score.

Using mathematical models, the FICO^® score takes into account various factors in each of these five areas to determine credit risk: payment history, current level of indebtedness, types of credit used, length of credit history, and new credit. A person’s FICO^® score will range between 300 and 850.

Floorplan Lines of Credit

A revolving line of credit that allows the borrower to obtain financing for retail goods. These loans are made against a specific piece of collateral (e.g., auto, recreational vehicle, manufactured home). When each piece of collateral is sold by the dealer, the loan advance against that piece of collateral is repaid.

Impairment Reserves

Loan loss reserves recorded on a portfolio of loans acquired with credit deterioration to cover losses incremental to those expected at the time of acquisition.

Loans That We Acquired and/or Convert

Loans that are included in pools of loans that we acquired as a portfolio from a third party.

Loans That We Originate

(i) Loans that we originate directly, (ii) individual retail installment contracts that we acquire from dealers immediately after origination by a dealer, and (iii) unsecured consumer loans, which includes point-of-sale financing, personal loans, and private label credit cards.

Nonaccretable Difference

The difference between the undiscounted contractual cash flows and the undiscounted expected cash. The nonaccretable difference represents an estimate of the credit risk in the loan portfolio at the acquisition date.

Non-captive Vehicle Lender

A lender that is not owned by a vehicle manufacturing company.

Off-Lease

A vehicle which was once leased, but now has been returned to the lessor due to contractual or early lease termination.

Origination Channels

The specific business relationship or channel through which a loan is made to a customer.

Overcollateralization

The process of posting more collateral than is needed to obtain or secure financing. Overcollateralization is often used as a method of credit enhancement by lowering the creditor’s exposure to default risk.

Perfected Security Interest

Security interest in an asset protected from claims by other parties. A lien is perfected by registering it with appropriate statutory authority so that it is made legally enforceable and any subsequent claim on that asset is given a junior status. Also called a perfected lien.

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Private-Label Loans/Leases

Financings branded in the name of the product manufacturer rather than in the name of the finance company.

Remarketing

Vehicle remarketing is the controlled disposal of fleet and leasing vehicles that have reached the end of their fixed term or the process to resell repossessed vehicles.

Residual Values

Residual value describes the future value of a good at the end of the lease term based upon the percentage of depreciation of its initial value.

Subordinate Financing

Debt financing that is ranked behind that held by secured lenders in terms of the order in which the debt is repaid.

Subvention Program

Reimbursement to the finance company by a manufacturer for the difference between a market loan or lease rate and the below-market rate granted to the customer.

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SUMMARY

The following is a summary of selected information contained elsewhere in this prospectus. It does not contain all of the information that you should consider before deciding to purchase shares of common stock. You should read this entire prospectus carefully, particularly the section entitled “Risk Factors” immediately following this summary, the historical financial statements, and the related notes thereto and management’s discussion and analysis thereof included elsewhere in this prospectus, before making an investment decision to purchase our common stock.

Background

Overview

We are a full-service, technology-driven consumer finance company focused on vehicle finance and unsecured consumer lending products. We believe that, since our founding in 1995, we have achieved strong brand recognition in the nonprime vehicle finance space and have recently increased our presence in the prime space. We leverage our knowledge of consumer behavior via our sophisticated, proprietary software, which allows us to effectively price, manage, and monitor risk. As a result of our deep understanding of the market, we have consistently produced controlled growth and robust profitability in both economic expansions and downturns.

We believe our extensive data and advanced analytics tools enhance our proprietary loan origination, servicing and risk management platforms. We believe that these platforms are technologically sophisticated, readily expandable, and easily adaptable to a diverse set of consumer finance products. Led by our experienced and disciplined management team, we have rapidly grown our asset base since 2008 through originations and acquisitions without having to significantly invest in new infrastructure or compromise our credit performance. Our originations are sourced through many different channels, and we continue to grow our network of relationships in order to maximize our opportunities for growth. Our technologically-driven platform has enabled us to add over $34 billion of assets to our lending platform since 2008, and we continue to evaluate opportunities for additional acquisitions. Moreover, we service loans for others, which provides us with an additional and stable fee income stream.

Historically, we have originated loans primarily through franchised automotive dealers for manufacturers such as Chrysler, Ford, General Motors, and Toyota in connection with the sale of new and used vehicles to retail consumers. We currently have active relationships with over 14,000 such dealers throughout the United States. In February 2013, we entered into a ten-year agreement with Chrysler Group LLC (“Chrysler”) whereby we originate private-label loans and leases under the Chrysler Capital brand (“Chrysler Capital”) to facilitate Chrysler vehicle retail sales. We also originate loans through selected independent automobile dealers, such as CarMax, through national and regional banks as well as through relationships with other original equipment manufacturers (“OEMs”). Additionally, we directly originate and refinance vehicle loans via our branded online platform, RoadLoans.com, which is available through major online affiliates including Cars.com, AutoTrader.com, Kelley Blue Book, and eBay Motors. Moreover, we periodically purchase retail vehicle loan portfolios from other lenders.

We also provide unsecured consumer loans. Recently, we have entered into relationships with Bluestem Brands (“Bluestem”), a retailer, and LendingClub Corporation (“LendingClub”), a peer-to-peer lending platform, to acquire and, in certain circumstances, service unsecured consumer loans. In addition, we are utilizing our deep understanding of consumer finance to expand into private label credit cards and other unsecured consumer finance products.

We derive significant benefits from our relationship with Banco Santander, S.A. (“Santander”), a leader in the banking and consumer finance industries and, as of September 30, 2013, the largest bank in the Eurozone by

market capitalization. Santander has demonstrated its continuing commitment to us by extending $4.5 billion in credit facilities with terms of three and five years, and annual renewal mechanisms, as well as a $0.5 billion letter of credit facility. Santander also provided us with financing to opportunistically acquire and/or convert several large portfolios of loans and certain operations from CitiFinancial Auto, Triad Financial, HSBC Auto, and GE Capital (recreational vehicle/marine portfolio), among others.

We have significant access to the capital markets: we have issued and sold over $26 billion in securitization transactions since 2010, obtained approximately $13.7 billion in committed credit lines and privately issued amortizing notes from large commercial banks, and entered into material flow agreements with large commercial banks. In 2011, funds managed by three of the world’s leading private equity investment firms, Centerbridge Partners, L.P., Kohlberg Kravis Roberts & Co. L.P., and Warburg Pincus LLC, purchased $1.0 billion of newly issued common stock.

Our Markets

The consumer finance industry in the United States has approximately $2.5 trillion of outstanding borrowings and includes vehicle loans and leases, credit cards, home equity lines of credit, private student loans, and personal loans. As economic conditions continue to recover from the 2008-2009 downturn, there has been significant demand from consumers for loans and leases, particularly to finance the purchase of vehicles.

Our primary focus is the vehicle finance segment of the U.S. consumer finance industry. Vehicle finance includes loans and leases taken out by consumers to fund the purchase of new and used automobiles, motorcycles, recreational vehicles (“RVs”), and watercraft. The automobile finance segment comprises the significant majority of the vehicle finance market in the United States. As of September 30, 2013, there were approximately $850 billion of such loans and leases outstanding. Most new and used car purchases in the U.S. are financed with either loans or leases. Historically, used car financing has made up a majority of our business. Most loans in the used car space, which is substantially fragmented, are made to nonprime borrowers and we believe we are a leader in nonprime auto loan originations. We compete with large national and regional banks, which are the biggest lenders in the used car finance space. Through Chrysler Capital and other relationships, we have been increasing, and expect to continue to increase, the proportion of loans and leases that we originate to finance consumer purchases of new automobiles and, by extension, to prime consumers.

We also participate in the unsecured consumer lending market, which includes credit cards, private student loans, point-of-sale financing, and personal loans. This market continues to represent an attractive opportunity for us. Consumers have faced declining access to traditional sources of consumer credit such as credit cards and home equity lines of credit over the past several years, while improving economic conditions have increased consumer demand for access to new sources of financing. We have recently entered into several agreements with other participants in the unsecured consumer lending space to originate point-of-sale financing and personal loans.

In both the vehicle finance and unsecured consumer lending markets, we generate originations indirectly and directly. The indirect model requires relationships with third parties who are generally active in the market, are looking for an additional source of financing for their customers, and agree to direct certain customers to SCUSA. The direct model requires an internally managed platform through which consumers are able to make requests for credit directly to SCUSA. While we have historically focused on the indirect model, we are broadening our presence in the direct vehicle finance market through our RoadLoans.com platform and we are currently building out our direct unsecured consumer lending platform. Additionally, we continue to develop new relationships with third parties to further broaden our origination channels within these markets.

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Our Strengths

Technology-Driven Platforms Drive Superior Credit and Operational Performance. We have internally developed proprietary software applications that we believe are highly effective and leverage nearly 20 years of consumer behavior across the full credit spectrum. These systems enable us to effectively monitor, price and manage risk on a real-time basis and at a highly granular level, including by vintage, origination channel, brand, and location where the loan or lease was originated. This technology also allows us to expand our existing relationships and explore new relationships at a low marginal cost. Our internally generated data, acquired historical credit data, and extensive third-party data are utilized to continuously adapt our origination, servicing and risk management platforms to evolving consumer behavior and product performance. The strength of our platforms is demonstrated by our proactive decision to tighten credit standards prior to the recent economic downturn and by our successful acquisition and/or conversion of over $34 billion of assets onto our platform since 2008. Another benefit of our technology-driven platform is that it allows us to move quickly. For example, in 2010 we onboarded a portfolio of $14.4 billion in assets in just four months.

Growth-Oriented Business Model. We have demonstrated the ability to grow and diversify within the consumer finance industry. We have successfully built mutually beneficial relationships with Chrysler, CarMax, other national automotive dealer groups, national and regional banks, and others. With Chrysler Capital, we expect to significantly grow our vehicle finance portfolio, which we believe will more than offset the run-off of previously acquired portfolios, diversify our vehicle finance products, and continue to increase the volume of new vehicle financings. As of the month ended September 30, 2013, new vehicle financings as a percentage of our originations increased from approximately 10%-20% historically to over 40%. Additionally, our wide range of origination channels complements our granular risk management, allowing us to reduce growth in channels with pricing or risk concerns and supplement that volume with more attractive channels at that time. We have also entered into committed flow agreements with leading commercial banks under which we retain certain servicing rights that will provide us with additional and stable fee income. We believe we can quickly and efficiently provide similar or expanded offerings for others, including OEMs and consumer lenders, and we are actively developing these offerings. Further, our platforms will continue to facilitate our expansion into unsecured consumer lending and servicing.

Robust Financial Performance. We have been profitable every year for the last ten years, including throughout the most recent economic downturn. We believe this consistent profitability can be attributed to our credit analysis, pricing discipline, and efficient low-cost structure. In addition, while portions of our nonprime customer base produce relatively high losses, we structure and apply risk-adjusted pricing to these loans to produce attractive risk-adjusted yields that result in a consistent return on capital. As evidence of this, we delivered an average return on assets of 3.9% from 2009 to 2012 and a return on total common equity of more than 30% in each of those years and have continued to deliver similar levels of return on assets and equity year-to-date in 2013, which we believe provides us with the ability to support our growth organically and return capital to our shareholders.

Deep Access to Committed Funding. We have access to diverse and stable financing sources, including in the broader capital markets. We have issued and sold over $26 billion of asset-backed securities (“ABS”) since 2010, were the largest U.S. issuer of retail auto ABS in 2011, 2012, and 2013. We have significant bank funding relationships, with third-party banks and Santander currently providing approximately $13.7 billion and $4.5 billion, respectively, in committed financing. We also have a $17 billion retail flow agreement in place with Bank of America and a dealer lending flow agreement in place with Santander Bank N.A. (“SBNA,” formerly Sovereign Bank), which is wholly owned by Santander. We provide servicing, for a fee, on all loans originated under these arrangements. Further, we have been able to attract a substantial amount of third-party capital from our private equity sponsors.

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Strong Relationship with Santander. Santander, operating through Santander Consumer Finance’s pan-European platform, is one of the top three consumer lending companies and is a leading non-captive vehicle lender in twelve European countries. Santander Consumer Finance’s eleven global OEM relationships and large vehicle loan portfolio provide future opportunities for us. Santander, a deposit-funded lender, also has provided us with significant funding support, both through existing committed liquidity and opportunistic extensions of credit. Because of our relationship with Santander, we are subject to the regulatory oversight of the Federal Reserve System (the “Federal Reserve”). This oversight has led us to develop and maintain extensive risk management and reporting procedures and has helped us to continually adapt to the evolving regulatory requirements for consumer finance in the United States.

Experienced Management Team. Our management team has ably steered the company through economic expansions as well as downturns, as evidenced by our strong financial performance in 2008 and 2009. Thomas G. Dundon, our Chief Executive Officer and one of our founders, has approximately 20 years of experience in the consumer finance industry. In addition, Jason Kulas, our President and Chief Financial Officer, has approximately 18 years of experience in the financial services industry and seven years of experience as our Chief Financial Officer. Further, our senior management team has an average of over 16 years of experience across the financial services and consumer industries. Our management will also hold meaningful stakes in the company after giving effect to the offering. Mr. Dundon will own approximately 10.46% of our outstanding common stock as well as options to purchase an additional 3.29%, and the remainder of our senior management team in aggregate will own approximately 0.10% of our common stock and options to purchase an additional 0.82%.

Our Business Strategy

Our primary goal is to create stockholder value by leveraging our systems, data, liquidity and management. Our growth strategy is to increase market penetration in the consumer finance industry either by increasing share in existing channels or by broadening the number of origination channels while deploying our capital and funding efficiently.

Expand Our Vehicle Finance Franchise

Organic Growth in Indirect Auto Finance. We have a deep knowledge of consumer behavior across the full credit spectrum and are a key player in the U.S. vehicle finance market. We have the ability to continue to increase our market penetration in the vehicle finance market, subject to attractive market conditions, via the number and depth of our relationships. We plan to achieve this in part through rolling out alliance programs with national vehicle dealer groups and financial institutions, including banks, credit unions, and other lenders, in both the prime and nonprime vehicle finance markets. Our technology-based platform enables us to integrate seamlessly with other originators and thereby benefit from their channels and brands.

Strategic Alliances with OEMs. We plan to expand our existing OEM relationships and develop future relationships with other OEMs to drive incremental origination volume. The loans and leases originated through Chrysler Capital should provide us with the majority of our near-term expected growth. In addition, the experience gained in lease and dealer financing can be applied to improve origination volume through the rest of our dealer base. Our relationship with Chrysler has accelerated our transformation into a full-service vehicle finance company that provides financial products and services to consumers and automotive dealers.

Growth in Direct-to-Consumer Exposure. We are working to further diversify our vehicle finance product offerings by expanding our web-based, direct-to-consumer offerings. Our RoadLoans.com program is a preferred finance resource for many major vehicle shopping websites, including Cars.com, AutoTrader.com, Kelley Blue Book, and eBay Motors. In addition, we are working to integrate our direct-to-consumer offerings with many of the major vehicle brands in the United States, including Chrysler, Jeep, Dodge, Ram, and Fiat. We will continue to focus on securing relationships with additional vehicle-related websites.

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Expansion of Fee-Based Income Opportunities. We seek out opportunities to leverage our sophisticated and adaptable servicing platform for both prime and nonprime loans, as well as other vehicle finance and unsecured consumer lending products. We collect fees to originate and service loan portfolios for third parties, and we handle both secured and unsecured loan products across the full credit spectrum. Loans sold to or sourced to third-party banks through flow agreements also provide additional opportunities to service large vehicle loan pools. We believe our loan servicing business is scalable and provides an attractive return on equity, and we intend to continue to develop new third-party relationships to increase its size. In 2013, as of September 30, we have added over $1 billion of assets to our portfolio of assets serviced for others.

Continue to Grow Our Unsecured Consumer Lending Platform

We are further diversifying our business through our strategic relationships in the unsecured consumer lending space, which is a rapidly growing segment of the consumer finance market in the United States. Our ability to offer these products is derived from our expertise in originating nonprime vehicle retail loans, our data on consumers across the credit spectrum, and Santander’s expertise in the unsecured consumer lending industry. One of our principal strategic consumer finance relationships is with Bluestem. Bluestem’s customers rely on Bluestem proprietary credit products at point of sale to make purchases, and we have the option to purchase certain loans through April 2020. We also have a strategic relationship with LendingClub, pursuant to which we invest in or purchase personal loans. Furthermore, we have a pipeline of private label credit card initiatives we expect to pursue, including several through our relationship with a point-of-sale lending technology company.

Risks Associated with Our Business and Growth Strategy

Participating in this offering involves substantial risk. Although we have set forth our competitive strengths and growth strategy above, our ability to execute our strategy and grow our business is subject to certain challenges and risks. The vehicle finance industry is a competitive and highly fragmented industry, with no individual lender capturing more than 10% of the market. We may be at a competitive disadvantage with regard to certain of our competitors who are able to provide financing on more favorable terms or who have more beneficial relationships with automobile manufacturers and dealerships. This competition could reduce our market share or cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges and risks include the following:

Adverse economic conditions in the United States and worldwide may negatively impact our results. We are subject to changes in general economic conditions that are beyond our control, such as periods of economic slowdown, increased unemployment rates and disruptions in the global financial markets, which could decrease consumer demand for automobiles and other consumer products and increase our delinquencies, defaults, repossessions and losses.

Our business could be negatively impacted if our access to funding is reduced. We rely upon our ability to sell securities in the ABS market and upon our ability to access various credit facilities to fund our operations, and the continued availability of these funding sources depends, in part, on factors outside of our control. If these sources of funding become unavailable to us, we may have to curtail our loan acquisition and organization activities.

We face significant risks implementing our growth strategy, some of which are outside our control. Our ability to execute a growth strategy of expanding our vehicle finance franchise and growing our unsecured consumer lending platform is subject to risks such as the inherent uncertainty regarding general economic conditions, our ability to obtain adequate financing for our expansion plans, changes in the applicable laws and regulatory environment, the degree of competition in new markets and our ability to recruit qualified personnel.

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Our recent agreement with Chrysler may not result in currently anticipated levels of growth and is subject to certain performance conditions that could result in termination of the agreement. The loans and leases originated through Chrysler Capital are expected to provide us with the majority of our projected growth over the next several years. If we are unable to realize the expected benefits of our relationship with Chrysler, or if our agreement with Chrysler were to terminate for failure to meet certain milestones and performance metrics, our future growth would be negatively impacted.

Our business could be negatively impacted if we are unsuccessful in developing and maintaining relationships with automobile dealerships. Our ability to acquire loans and automotive leases is reliant on our relationships with reputable automotive dealers that direct consumers to our offices or originate loans at the point-of-sale, which we subsequently purchase. None of our relationships are exclusive, and they may be terminated at any time.

Our financial condition, liquidity, and results of operations depend on the credit performance of our loans. Nonprime receivables, which comprise more than 80% of our consumer loans, experience higher default rates than prime receivables, which subjects us to a higher risk of losses on those receivables. In addition, our prime portfolio, for which we have less ability to make risk adjustments to pricing compared to our nonprime loan portfolio, is rapidly growing. As a result, a larger proportion of our business will consist of loans with respect to which we have less flexibility to adjust pricing to absorb losses.

The above list is not exhaustive, and we face additional challenges and risks. Before you participate in this offering, you should carefully consider all of the information in this prospectus, including matters set forth under the section entitled “Risk Factors.”

Reorganization

In July 2013, Santander Consumer USA Inc., an Illinois corporation (“SCUSA Illinois”), formed Santander Consumer USA Holdings Inc., a Delaware corporation (“SCUSA Delaware”), and SCUSA Merger Sub Inc., an Illinois corporation and a wholly owned subsidiary of SCUSA Delaware (“SCUSA Merger Sub”). Both SCUSA Delaware and SCUSA Merger Sub were formed solely for the purpose of effecting this offering. Neither SCUSA Delaware nor SCUSA Merger Sub has engaged in any business or other activities except in connection with their respective formations and effecting this offering, and, except for SCUSA Delaware holding the stock of SCUSA Merger Sub, neither holds any assets and, except for SCUSA Merger Sub being a wholly owned subsidiary of SCUSA Delaware, neither has any subsidiaries. Prior to the consummation of this offering, SCUSA Merger Sub will merge with and into SCUSA Illinois, with SCUSA Illinois surviving the merger as a wholly owned subsidiary of SCUSA Delaware, the registrant. In the merger, all of the outstanding shares of common stock of SCUSA Illinois will be converted into shares of SCUSA Delaware common stock on a 2.6665 for 1.00 basis. We refer to these transactions as the “Reorganization.”

Principal Stockholders

The majority of our common stock is held collectively by (1) Santander Holdings USA, Inc. (“SHUSA”), a wholly owned subsidiary of Santander; (2) Sponsor Auto Finance Holdings Series LP (“Auto Finance Holdings”), an investment vehicle owned by (i) funds managed by Centerbridge Partners, L.P., Kohlberg Kravis Roberts & Co. L.P., and Warburg Pincus LLC; (ii) DFS Sponsor Investments LLC, an entity affiliated with Mr. Dundon; and (iii) our President and Chief Financial Officer; and (3) DDFS LLC, an entity owned by Mr. Dundon. We refer to these three stockholders, collectively, as our “Principal Stockholders.”

SHUSA is a bank holding company with total assets of $77 billion as of September 30, 2013. SHUSA’s primary assets include our common stock and all of the stock of SBNA, whose primary business consists of attracting deposits from its network of over 700 retail branches and originating small business loans, middle

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market commercial loans, multi-family loans, residential mortgage loans, home equity loans and lines of credit, and vehicle and other consumer loans in the communities served by its branches.

Centerbridge Partners, L.P. is a private investment firm based in New York City and has approximately $20 billion in capital under management as of September 2013. The firm focuses on private equity and credit investments. The firm is dedicated to partnering with world-class management teams across targeted industry sectors to help companies achieve their operating and financial objectives.

Kohlberg Kravis Roberts & Co. L.P., together with its affiliates (“KKR”), is a leading global investment firm with approximately $90 billion in assets under management as of September 30, 2013. KKR offers a broad range of investment management services to fund investors and provides capital markets services for the firm, its portfolio companies, and third parties. KKR has over 80 portfolio companies in its private equity funds.

Warburg Pincus is a leading global private equity firm focused on growth investing. Founded more than 40 years ago, the firm has remained true to a unique and enduring strategy of investing in growth businesses in partnership with entrepreneurs and superior management teams. As of September 30, 2013, the firm has more than $35 billion of assets under management and an active private equity portfolio of more than 125 companies globally.

Our management will also hold meaningful stakes in the company after giving effect to the offering. Mr. Dundon will own approximately 10.46% of our common stock as well as options to purchase an additional 3.29%, and the remainder of our senior management team in aggregate will own approximately 0.10% of our common stock and options to purchase an additional 0.82%. See “Certain Relationships and Related Party Transactions” and “Security Ownership of Certain Beneficial Owners, Management and Selling Stockholders” and the documents referred to herein for more information with respect to our relationship with our Principal Stockholders.

The December 2011 equity transaction whereby Auto Finance Holdings became a stockholder in SCUSA is referred to in this document as the “Equity Transaction.”

Additional Information

Our principal executive offices are located at 8585 North Stemmons Freeway, Suite 1100-N, Dallas, Texas 75247, and our telephone number is (214) 634-1110. Our Internet address is www.santanderconsumerusa.com. Information on, or accessible through, our website is not part of this prospectus.

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The Offering

Issuer Santander Consumer USA Holdings Inc.

Common stock offered by the selling stockholders 65,217,391 shares of common stock.

Underwriters’ over-allotment option to purchase additional shares 9,782,608 shares of common stock from the selling stockholders.

Common stock to be outstanding immediately after this offering 347,363,230 shares of common stock.⁽¹⁾

Use of proceeds We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

Voting rights One vote per share.

Dividend policy It has been our policy to pay a dividend to all common stockholders. Following the completion of this offering, we currently intend to pay dividends on a quarterly basis at an initial amount of approximately $0.15 per share. Our board of directors may also change or eliminate the payment of future dividends at its discretion, without prior notice to our stockholders, and our dividend policy and practice may change at any time and from time to time in the future. Any future determination to pay dividends to our stockholders will be dependent upon our financial condition, results of operations, capital requirements, government regulations, and any other factors that our board of directors may deem relevant at such time and from time to time. For information regarding our recent dividends, see “Dividend Policy.”

Listing We have applied to list our common stock on the New York Stock Exchange (which we refer to as “NYSE”) under the trading symbol “SC.”

Risk factors Please read the section entitled “Risk Factors” beginning on page 13 for a discussion of some of the factors you should consider before buying our common stock.

⁽¹⁾  Based on 347,363,230 shares of common stock issued and outstanding as of January 8, 2014, after giving effect to the Reorganization. As of January 8, 2014, there were nineteen holders of our common stock. Unless otherwise indicated, information contained in this prospectus regarding the number of shares of our common stock outstanding does not include an aggregate of up to 24,944,044 shares of common stock comprised of:

• 23,907,684 shares of common stock issuable upon exercise of outstanding stock options with a weighted average exercise price of $10.51 per share, of which 17,292,089 shares were vested as of January 8, 2014; and

• 1,036,360 shares of common stock reserved for issuance under our 2011 Management Equity Plan.

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Directed Share Program At our request, the underwriters have reserved up to 3% of the shares of common stock being offered by this prospectus for sale at the initial public offering price to our directors, officers, employees and other individuals associated with us and members of their families. See “Underwriting.”

LOYAL3 Platform At our request, the underwriters have reserved up to 2% of the shares of common stock offered by this prospectus to be offered through the LOYAL3 platform at the initial public offering price. See “Underwriting.”

Conflict of Interest Because Santander Investment Securities Inc. and KKR Capital Markets LLC, underwriters for this offering, are under common control with us and certain of the selling stockholders and because affiliates of each of these underwriters will receive at least 5% of the proceeds of this offering, a conflict of interest under Financial Industry Regulatory Authority (“FINRA”) Rule 5121 is deemed to exist. Accordingly, this offering will be conducted in accordance with that rule. See “Underwriting — Conflict of Interest.”

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Summary Historical Consolidated Financial Data

The following summary consolidated financial data should be read in conjunction with, and are qualified by reference to, “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and notes thereto included elsewhere in this prospectus. The summary consolidated statement of income data for the years ended December 31, 2012, 2011, and 2010 and the summary consolidated balance sheet data at December 31, 2012 and 2011 has been derived from, and is qualified by reference to, our audited consolidated financial statements included elsewhere in this prospectus and should be read in conjunction with those consolidated financial statements and notes thereto. The summary consolidated statement of income data for the years ended December 31, 2009 and 2008 and the summary consolidated balance sheet data at December 31, 2010, 2009, and 2008 has been derived from audited consolidated financial statements that are not included in this prospectus. The summary consolidated statement of income data for the quarterly and year-to-date periods ended September 30, 2013 and 2012 and the summary consolidated balance sheet data at September 30, 2013 are derived from, and qualified by reference to, our unaudited interim consolidated financial statements included elsewhere in this prospectus and should be read in conjunction with those consolidated financial statements and notes thereto.

Santander Consumer USA Holdings Inc. has not engaged in any operations or conducted any activities other than those incidental to its formation and to preparations for the Reorganization and this offering. It will have only nominal assets and no liabilities prior to the consummation of the Reorganization and this offering. Upon closing, its assets will include shares in Santander Consumer USA Inc., its wholly owned subsidiary and operating company, and the cash proceeds of this offering. See “Reorganization.” Accordingly, this prospectus includes, and the discussion below is based solely on, the historical financial statements of Santander Consumer USA Inc.

	Three Months Ended					Nine Months Ended					Year Ended
	September 30, 2013		September 30, 2012			September 30, 2013		September 30, 2012			December 31, 2012		December 31, 2011		December 31, 2010		December 31, 2009		December 31, 2008
		(Dollar amounts in thousands, except per share data)
Income Statement Data
Income from individually acquired retail installment contracts	$	879,628	$	580,360		$	2,333,857	$	1,600,054		$	2,223,833	$	1,695,538	$	1,308,728	$	1,281,515	$	1,396,610
Income from purchased receivables portfolios		87,237		161,753			327,712		545,819			704,770		870,257		734,634		218,240		105,229
Other financing income		44,627		2,845			62,205		7,416			19,899		28,718		33,216		10,485		5,333
Interest and fees on finance receivables and loans		1,011,492		744,958			2,723,774		2,153,289			2,948,502		2,594,513		2,076,578		1,510,240		1,507,172
Interest expense		120,589		98,774			291,062		293,238			374,027		418,526		316,486		235,031		256,356
Net other finance and interest income		9,643		2,950			17,486		9,423			—		—		—		—		—
Net interest margin		900,546		649,134			2,450,198		1,869,474			2,574,475		2,175,987		1,760,092		1,275,209		1,250,816
Provision for loan losses on individually acquired retail installment contracts		447,565		243,698			1,074,487		683,000			1,119,074		741,559		750,625		720,938		823,024
Incremental increase (decrease) in allowance related to purchased receivables portfolios		93,718		(57,823	)		51,654		(22,798	)		3,378		77,662		137,600		—		—
Other provisions for loan losses		56,918		—			97,664		—			—		—		—		—		—
Provision for loan losses		598,201		185,875			1,223,805		660,202			1,122,452		819,221		888,225		720,938		823,024
Profit sharing		27,238		—			34,802		—			—		—		—		—		—
Other income		78,340		74,291			208,878		238,890			295,689		452,529		249,028		48,096		43,120
Costs and expenses		176,140		183,730			496,312		464,192			559,163		557,083		404,840		249,012		209,315
Income tax expense		65,486		141,261			322,413		372,266			453,615		464,034		277,944		143,834		87,472
Net income		111,821		212,559			581,744		611,704			734,934		788,178		438,111		209,521		174,125
Net income attributable to Santander Consumer USA Inc shareholders		111,245		168,467			583,565		595,846			715,003		768,197		438,111		209,521		174,125
Share Data
Weighted-average common shares outstanding
Basic		129,822,780		129,819,883			129,821,712		129,819,883			129,819,883		92,277,053		92,173,913		92,173,913		92,173,913
Diluted		129,822,780		129,819,883			129,821,712		129,819,883			129,819,883		92,277,053		92,173,913		92,173,913		92,173,913

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	Three Months Ended						Nine Months Ended						Year Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012			December 31, 2012			December 31, 2011			December 31, 2010			December 31, 2009			December 31, 2008
		(Dollar amounts in thousands, except per share data)
Earnings per share attributable to Santander Consumer USA Inc shareholders
Basic	$	0.86		$	1.30		$	4.50		$	4.59		$	5.51		$	8.32		$	4.75		$	2.27		$	1.89
Diluted	$	0.86		$	1.30		$	4.50		$	4.59		$	5.51		$	8.32		$	4.75		$	2.27		$	1.89
Net tangible book value per common share at period end
Excluding other comprehensive income (loss)	$	18.85					$	18.85					$	16.04		$	16.20		$	6.95		$	6.37		$	4.49
Including other comprehensive income (loss)	$	18.80					$	18.80					$	15.97		$	16.11		$	6.95		$	6.24		$	4.06
Dividends declared per share of common stock
Basic	$	—		$	1.12		$	2.24		$	3.67		$	5.66		$	5.05		$	4.34			—			—
Diluted	$	—		$	1.12		$	2.24		$	3.67		$	5.66		$	5.05		$	4.34			—			—
Balance Sheet Data (1)
Finance receivables and loans	$	21,238,684					$	21,238,684					$	16,265,820		$	16,715,703		$	15,032,046		$	7,466,267		$	5,600,102
Goodwill and intangible assets		128,573						128,573						126,700			125,427			126,767			142,198			105,643
Total assets		25,608,280						25,608,280						18,741,644			19,404,371			16,773,021			8,556,177			6,044,454
Total borrowings		22,683,397						22,683,397						16,227,995			16,790,518			15,065,635			7,525,930			5,432,338
Total liabilities		23,039,122						23,039,122						16,502,178			17,167,686			16,005,404			7,838,862			5,564,986
Total equity		2,569,158						2,569,158						2,239,466			2,236,685			767,617			717,315			479,468
Allowance for loan losses		2,355,087						2,355,087						1,774,002			1,208,475			840,599			384,396			347,302
Other Information
Charge-offs, net of recoveries	$	371,396		$	272,692		$	772,187		$	710,002		$	1,008,454		$	1,025,133		$	709,367		$	683,844		$	679,172
End of period Delinquent principal over 60 days		969,886						969,886						865,917			767,838			579,627			502,254			477,141
End of period Gross finance receivables and loans		24,201,063						24,201,063						18,655,497			18,754,938			16,843,774			8,309,153			6,360,982
Average gross individually acquired retail installment contracts		19,790,033			12,704,563			17,180,908			11,527,698			12,082,026			8,843,036			6,631,231			5,690,833			5,396,355
Average gross purchased receivables portfolios		2,676,906			5,706,495			3,325,260			6,798,200			6,309,497			7,270,080			4,978,727			975,080			320,903
Average Gross finance receivables and loans		23,246,772			18,539,064			21,396,754			18,454,847			18,501,710			16,282,215			12,111,969			7,266,079			5,728,599
Average Total assets		24,352,346			18,530,771			21,514,270			18,300,123			18,411,012			16,067,623			11,984,997			6,930,260			5,520,652
Average Debt		21,451,420			15,781,659			18,681,703			15,528,709			15,677,522			14,557,370			10,672,331			6,083,953			4,989,280
Average Total equity		2,525,997			2,365,722			2,453,782			2,334,008			2,312,781			916,219			850,219			594,097			406,680
Ratios (2)
Yield on individually acquired retail installment contracts		17.8	%		18.3	%		18.1	%		18.5	%		18.4	%		19.2	%		19.7	%		22.5	%		25.9	%
Yield on purchased receivables portfolios		13.0			11.3			13.1			10.7			11.2			12.0			14.8			22.4			32.8
Yield on interest-earning assets		17.4			16.1			17.0			15.6			15.9			15.9			17.1			20.8			26.3
Cost of interest-bearing liabilities		2.2			2.5			2.1			2.5			2.4			2.9			3.0			3.9			5.1
Efficiency ratio		18.0			25.4			18.7			22.0			19.5			21.2			20.2			18.8			16.2
Return on average assets		1.8			4.6			3.6			4.5			4.0			4.9			3.7			3.0			3.2
Return on average equity		17.7			35.9			31.6			34.9			31.8			86.0			51.5			35.3			42.8
Net chargeoff ratio		6.4			5.9			4.6			5.1			5.5			6.3			5.9			9.4			11.9
Delinquency ratio		4.0						4.0						4.6			4.1			3.4			6.0			7.5
Tangible common equity to tangible assets		9.6						9.6						11.3			11.0			3.8			6.8			6.3
Common stock dividend payout ratio		0.0			86.3			49.8			80.0			102.8			60.6			91.3			0.0			0.0

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(1) Balance sheet data as of September 30, 2012 has been excluded.

(2) “Yield on interest-earning assets” is defined as the ratio of Interest and fees on finance receivables and loans to Average gross finance receivables and loans.

“Cost of interest-bearing liabilities” is defined as the ratio of Interest expense to Average debt during the period.

“Efficiency ratio” is defined as the ratio of Costs and expenses to the sum of Net interest margin and Other income.

“Return on average assets” is defined as the ratio of Net income to Average total assets.

“Return on average equity” is defined as the ratio of Net income to Average total equity.

“Net charge-off ratio” is defined as the ratio of Charge offs, net of recoveries, to Average gross finance receivables and loans.

“Delinquency ratio” is defined as the ratio of Delinquent principal over 60 days, end of period to Gross finance receivables and loans, end of period.

“Tangible common equity to total tangible assets ratio” is defined as the ratio of Total equity, excluding Goodwill and intangible assets, to Total assets excluding Goodwill and intangible assets.

“Common stock dividend ratio” is defined as the ratio of Dividends declared per share of common stock during the period to Net income attributable to Santander Consumer USA Inc. shareholders.

Activity-based ratios for the periods ending September 30, 2013 and 2012 are presented on an annualized basis.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as all of the other information contained in this prospectus including our consolidated financial statements, and the related notes thereto, before deciding to invest in our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flow. In such case, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Relating to Our Business

Adverse economic conditions in the United States and worldwide may negatively impact our results.

We are subject to changes in general economic conditions that are beyond our control. During periods of economic slowdown such as the recent economic downturn, delinquencies, defaults, repossessions, and losses generally increase while proceeds from auction sales decrease. These periods may also be accompanied by increased unemployment rates, decreased consumer demand for automobiles and other consumer products, and declining values of automobiles and other consumer products securing outstanding accounts, which weaken collateral coverage and increase the amount of a loss in the event of default. Additionally, higher gasoline prices, unstable real estate values, reset of adjustable rate mortgages to higher interest rates, general availability of consumer credit, or other factors that impact consumer confidence or disposable income could increase loss frequency and decrease consumer demand for automobiles and other consumer products as well as weaken collateral values on certain types of automobiles and other consumer products. Because our historical focus has been predominantly on nonprime consumers, the actual rates of delinquencies, defaults, repossessions, and losses on these loans could be more dramatically affected by a general economic downturn. In addition, during an economic slowdown or recession, our servicing costs may increase without a corresponding increase in our finance charge income. Furthermore, our business is significantly affected by monetary and regulatory policies of the U.S. federal government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control and could have a material adverse effect on us through interest rate changes, costs of compliance with increased regulation, and other factors.

Although market conditions have improved, unemployment in the United States continues to remain at elevated levels, and conditions remain challenging for financial institutions. Furthermore, certain Eurozone member countries have fiscal outlays that exceed their fiscal revenue, which has raised concerns about such countries’ abilities to continue to service their debt and foster economic growth. A weakened European economy could undermine investor confidence in European financial institutions and the stability of European member economies. Notwithstanding its geographic diversification, this could adversely impact Santander, with whom we have a significant relationship. Such events could also negatively affect U.S.-based financial institutions, counterparties with which we do business, and the stability of the global financial markets. Disruptions in the global financial markets have also adversely affected the corporate bond markets, debt and equity underwriting, and other elements of the financial markets. In recent years, downgrades of the sovereign debt of some European countries have resulted in increased volatility in capital markets and have caused some lenders and institutional investors to reduce and, in some cases, cease to provide funding to certain borrowers, including other financial institutions. The impact on available credit, increased volatility in the financial markets, and reduced business activity has adversely affected, and may continue to adversely affect, our businesses, capital, liquidity, or other financial conditions and results of operations, and access to credit.

The process we use to estimate losses inherent in our credit exposure requires complex judgments, including forecasts of economic conditions and how those economic conditions might impair the ability of our borrowers to repay their loans. The degree of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates, which may, in turn, impact the reliability of the process and the quality of our assets.

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Our business could be negatively impacted if our access to funding is reduced.

We rely upon our ability to sell securities in the ABS market and upon our ability to access various credit facilities to fund our operations. The ABS market, along with credit markets in general, experienced unprecedented disruptions during the recent economic downturn. Although market conditions have improved since 2009, for a number of years following the economic downturn, certain issuers experienced increased risk premiums while there was a relatively lower level of investor demand for certain ABS (particularly those securities backed by nonprime collateral). In addition, the risk of volatility surrounding the global economic system and uncertainty surrounding regulatory reforms such as the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) continue to create uncertainty around access to the capital markets. As a result, there can be no assurance that we will continue to be successful in selling securities in the ABS market. Adverse changes in our ABS program or in the ABS market generally could materially adversely affect our ability to securitize loans on a timely basis or upon terms acceptable to us. This could increase our cost of funding, reduce our margins or cause us to hold assets until investor demand improves.

We also depend on various credit facilities and flow agreements to fund our future liquidity needs. We cannot guarantee that these financing sources will continue to be available beyond the current maturity dates, on reasonable terms, or at all. As our volume of loan acquisitions and originations increases, especially due to our recent relationship with Chrysler, we will require the expansion of our borrowing capacity on our existing credit facilities and flow agreements or the addition of new credit facilities and flow agreements. The availability of these financing sources depends, in part, on factors outside of our control, including regulatory capital treatment for unfunded bank lines of credit, the financial strength and strategic objectives of Santander and the other banks that participate in our credit facilities and flow agreements, and the availability of bank liquidity in general. We may also experience the occurrence of events of default or breach of financial covenants, which could reduce our access to bank funding. In the event of a sudden or unexpected shortage of funds in the banking system, we cannot be sure that we will be able to maintain necessary levels of funding without incurring high funding costs, a reduction in the term of funding instruments, or the liquidation of certain assets.

We have not experienced a significant increase in risk premiums or cost of funding to date, but we are not isolated from general market conditions that may affect issuers of ABS and other borrowers and we could experience increased risk premiums or funding costs in the future. In addition, if the sources of funding described above are not available to us on a regular basis for any reason, we may have to curtail or suspend our loan acquisition and origination activities. Downsizing the scale of our business would have a material adverse effect on our financial position, liquidity, and results of operations.

We face significant risks in implementing our growth strategy, some of which are outside our control.

We intend to continue our growth strategy to (i) expand our vehicle finance franchise by increasing market penetration via the number and depth of our relationships in the vehicle finance market, pursuing additional relationships with OEMs, and expanding our direct-to-consumer footprint and (ii) grow our unsecured consumer lending platform. Our ability to execute this growth strategy is subject to significant risks, some of which are beyond our control, including:

• the inherent uncertainty regarding general economic conditions;

• our ability to obtain adequate financing for our expansion plans;

• the prevailing laws and regulatory environment of each state in which we operate or seek to operate, and, to the extent applicable, federal laws and regulations, which are subject to change at any time;

• the degree of competition in new markets and its effect on our ability to attract new customers;

• our ability to recruit qualified personnel, in particular in areas where we face a great deal of competition; and

• our ability to obtain and maintain any regulatory approvals, government permits, or licenses that may be required on a timely basis.

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Our recent agreement with Chrysler may not result in currently anticipated levels of growth and is subject to certain performance conditions that could result in termination of the agreement.

In February 2013, we entered into a ten-year Master Private Label Financing Agreement (the “Chrysler Agreement”) with Chrysler whereby we launched the Chrysler Capital brand, which originates private-label loans and leases to facilitate the purchase of Chrysler vehicles by consumers and Chrysler-franchised automotive dealers. The financing services that we provide under the Chrysler Agreement, which launched May 1, 2013, include credit lines to finance Chrysler-franchised dealers’ acquisitions of vehicles and other products that Chrysler sells or distributes, automotive loans and leases to finance consumer acquisitions of new and used vehicles at Chrysler-franchised dealerships, financing for commercial and fleet customers, and ancillary services. In addition, we will offer dealers dealer loan financing, construction loans, real estate loans, working capital loans, and revolving lines of credit. In accordance with the terms of the Chrysler Agreement, in May 2013 we paid Chrysler a $150 million upfront, nonrefundable payment, which will be amortized over ten years but would be recognized as expense immediately if the Chrysler Agreement is terminated in accordance with its terms.

As part of the Chrysler Agreement, we received limited exclusivity rights to participate in specified minimum percentages of certain of Chrysler’s financing incentive programs, which include loan rate subvention and automotive lease residual support subvention. We have committed to certain revenue sharing arrangements, as well as to considering future revenue sharing opportunities. We will bear the risk of loss on loans originated pursuant to the Chrysler Agreement, but Chrysler will share in any residual gains and losses in respect of automotive leases, subject to specific provisions in the Chrysler Agreement, including limitations on our participation in gains and losses. In addition, under the Chrysler Agreement, Chrysler has the option to acquire, for fair market value, an equity participation in an operating entity through which the financial services contemplated by the Chrysler Agreement are offered and provided, through either an equity interest in the new entity or participation in a joint venture or other similar business relationship or structure. There is no maximum limit on the size of Chrysler’s potential equity participation. Although the Chrysler Agreement contains provisions that are designed to address a situation in which the parties disagree on the fair market value of the equity participation interest, there is a risk that we ultimately receive less than what we believe to be the fair market value for such interest.

Under the Chrysler Agreement, we have agreed to specific transition milestones, including market penetration rates, approval rates, and staffing and service milestones for the initial year following launch. If the transition milestones are not met in the first year, the agreement will terminate and we will lose the ability to operate as Chrysler Capital. If the transition milestones are met, the Chrysler Agreement will have a ten-year term, subject to early termination in certain circumstances, including the failure by either party to comply with certain of their ongoing obligations under the Chrysler Agreement. In addition, Chrysler may also terminate the agreement, among other circumstances, if (i) we fail to meet certain performance metrics, including certain penetration and approval rate targets, during the term of the agreement, (ii) a person other than Santander and its affiliates or our other stockholders owns 20% or more of our common stock and Santander and its affiliates own fewer shares of common stock than such person, (iii) we become, control, or become controlled by, an OEM that competes with Chrysler or (iv) if certain of our credit facilities become impaired.

The loans and leases originated through Chrysler Capital are expected to provide us with the majority of our projected growth over the next several years. Our ability to realize the full strategic and financial benefits of our relationship with Chrysler depends in part on the successful development of our Chrysler Capital business, which will require a significant amount of management’s time and effort. If we are unable to realize the expected benefits of our relationship with Chrysler, or if the Chrysler Agreement were to terminate, our ability to generate or grow revenues could be reduced, and we may not be able to implement our business strategy, which would negatively impact our future growth.

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Our business could be negatively impacted if we are unsuccessful in developing and maintaining relationships with automobile dealerships.

Our ability to acquire loans and automotive leases is reliant on our relationships with automotive dealers. In particular, our automotive finance operations depend in large part upon our ability to establish and maintain relationships with reputable automotive dealers that direct customers to our offices or originate loans at the point-of-sale, which we subsequently purchase. Although we have relationships with certain automotive dealers, none of our relationships are exclusive and some of them are newly established and they may be terminated at any time. As a result of the recent economic downturn and contraction of credit to both dealers and their customers, there was an increase in dealership closures and our existing dealer base experienced decreased sales and loan volume in the past and may experience decreased sales and loan volume in the future, which may have an adverse effect on our business, results of operations, and financial condition.

A reduction in demand for our products and failure by us to adapt to such reduction could adversely affect our business, results of operations, and financial condition.

The demand for the products we offer may be reduced due to a variety of factors, such as demographic patterns, changes in customer preferences or financial conditions, regulatory restrictions that decrease customer access to particular products, or the availability of competing products. Should we fail to adapt to significant changes in our customers’ demand for, or access to, our products, our revenues could decrease significantly and our operations could be harmed. Even if we do make changes to existing products or introduce new products to fulfill customer demand, customers may resist such changes or may reject such products. Moreover, the effect of any product change on the results of our business may not be fully ascertainable until the change has been in effect for some time, and, by that time, it may be too late to make further modifications to such product without causing further harm to our business, results of operations, and financial condition.

Our financial condition, liquidity, and results of operations depend on the credit performance of our loans.

As of September 30, 2013, over 80% of our consumer loans are nonprime receivables with obligors who do not qualify for conventional automotive finance products as a result of, among other things, a lack of or adverse credit history, low income levels, and/or the inability to provide adequate down payments. While underwriting guidelines were designed to establish that, notwithstanding such factors, the obligor would be a reasonable credit risk, the receivables nonetheless will experience higher default rates than a portfolio of obligations of prime obligors. In the event of such a default on an auto loan, generally the most practical alternative is repossession of the financed vehicle, although the collateral value of the vehicle usually does not cover the outstanding account balance and costs of recovery. Repossessions and foreclosure sales that do not yield sufficient proceeds to repay the receivables in full could result in losses on those receivables. We repossessed 175,665 vehicles, incurring $1.0 billion in net losses, during the year ended December 31, 2012, of which 164,625 repossessions and $946 million of net losses were on nonprime receivables. We experienced a default rate of 5.62% for nonprime receivables and 2.68% for prime receivables during the year ended December 31, 2012.

From time to time we are the subject of unfavorable news or editorial coverage and we, like many peer companies, are the subject of various complaint websites in connection with our repossession and collection activities. Regardless of merit, this type of negative publicity could damage our reputation and lead consumers to choose other consumer finance companies. This could, in turn, lead to decreased business which could have a material adverse impact on our financial position. We do not believe we have experienced any such impact as our lending is primarily indirect, with the end consumer interacting directly with a dealer rather than the finance company.

In addition, our prime portfolio is rapidly growing. While prime portfolios typically have lower default rates than nonprime portfolios, we have less ability to make risk adjustments to the pricing of prime loans compared to nonprime loans. As a result, a larger proportion of our business will consist of loans with respect to which we have less flexibility to adjust pricing to absorb losses. As a result of these factors, we may sustain higher losses than anticipated in our prime portfolio.

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We depend on the accuracy and completeness of information about borrowers and counterparties and any misrepresented information could adversely affect our business, results of operations, and financial condition.

In deciding whether to approve loans or to enter into other transactions with borrowers and counterparties in our retail lending and commercial lending businesses, we may rely on information furnished to us by or on behalf of borrowers and counterparties, including financial statements and other financial information. We also may rely on representations of borrowers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, the value of the loan may be significantly lower than expected. Whether a misrepresentation is made by the loan applicant, another third party, or one of our employees, we generally bear the risk of loss associated with the misrepresentation. Our controls and processes may not have detected or may not detect all misrepresented information in our loan originations or from our business clients. Any such misrepresented information could adversely affect our business, financial condition, and results of operations.

Loss of our key management or other personnel, or an inability to attract such management and other personnel, could negatively impact our business.

The successful implementation of our growth strategy depends in part on our ability to retain our experienced management team and key employees and on our ability to attract appropriately qualified new personnel as well as have an effective succession planning framework in place. For instance, our Chief Executive Officer is one of the founders of SCUSA and has extensive experience in the vehicle finance industry. He has a proven track record of successfully operating our business, including by leading us through the recent economic downturn. The loss of any key member of our management team or other key employees could hinder or delay our ability to implement our growth strategy effectively. Further, if we are unable to attract appropriately qualified new personnel as we expand, we may not be successful in implementing our growth strategy. In either instance, our profitability and financial performance could be adversely affected. See “Management” for more detail on our executive officers.

Future changes in our relationship with Santander may adversely affect our operations.

Santander, through SHUSA, owns 84,339,130.70 shares (approximately 65%) of our common stock. We rely on our relationship with Santander, through SHUSA, for several competitive advantages including relationships with OEMs and regulatory best practices. Santander also provides us with significant funding support, through both committed liquidity and opportunistic extensions of credit. During the recent financial downturn, Santander and its affiliates provided us with over $6 billion in financing that enabled us to pursue several acquisitions and/or conversions of vehicle loan portfolios at a time when most major banks were curtailing or eliminating their commercial lending activities. If, after this offering, Santander or SHUSA elects not to provide such support or provide it to the same degree, we may not be able to replace such support ourselves or to obtain substitute arrangements with third parties. We may be unable to obtain such support because of financial or other constraints or be unable to implement substitute arrangements on a timely basis on terms that are comparable, or at all, which could adversely affect our operations.

Furthermore, subject to certain limitations in a shareholders agreement to be entered into among SCUSA, the Principal Stockholders, and Mr. Dundon in connection with consummation of this offering (the “Shareholders Agreement”), which will replace the existing shareholders agreement among these parties, Santander is permitted to sell its interest in us. If Santander reduces its equity interest in us, it may be less willing to provide us with the support it has provided in the past. In addition, our right to use the Santander name is on the basis of a non-exclusive, royalty-free, and non-transferable license from Santander, and further only extends to uses in connection with our current and future operations within the United States. Santander may terminate such license at any time Santander ceases to own, directly or indirectly, 50% or more of our common stock. If we were required to change our name, we would incur the administrative costs and time associated with revising legal

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documents and marketing materials, and also may experience loss of brand and loss of business or loss of funding due to consumers’ and banks’ relative lack of familiarity with our new name. Additionally, Chrysler may terminate the Chrysler Agreement if a person other than Santander and its affiliates or our other stockholders owns 20% or more of our common stock and Santander and its affiliates own fewer shares of common stock than such person.

Santander has provided guarantees on the covenants, agreements, and our obligations under the governing documents of our warehouse facilities and privately issued amortizing notes. These guarantees are limited to our obligations as servicer.

Some terms of our credit agreements are influenced by, among other things, the credit ratings of Santander. If Santander were to suffer credit ratings downgrades or other adverse financial developments, we could be negatively impacted, either directly or indirectly. Santander’s short-term credit ratings downgrades in 2012, from A-1 to A-2 (Standard & Poor’s) and from P-1 to P-2 (Moody’s), did not directly impact our cost of funds. However, due to the contractual terms of certain of our debt agreements, these downgrades resulted in the loss of our ability to commingle funds. The loss of commingling increased the amount of funds we were required to borrow, thereby indirectly raising our cost of funds by approximately $1 million per month. In addition, because of the methodologies applied by credit ratings agencies, our securitization ratings in our ABS offerings are indirectly tied to Santander’s credit ratings.

Santander applies certain standardized banking policies, procedures and standards across its affiliated entities, including with respect to internal audit credit approval, governance risk management, and compensation practices. We currently follow certain of these Santander policies and may in the future become subject to additional Santander policies, procedures and standards, which could result in changes to our practices.

It is also possible that our continuing relationship with Santander or SHUSA after the consummation of this offering could reduce the willingness of other banks to develop relationships with us due to general competitive dynamics among such banks.

Negative changes in the business of the OEMs with which we have strategic relationships, including Chrysler, could adversely affect our business.

A significant adverse change in Chrysler’s or other automotive manufacturers’ business, including (i) significant adverse changes in their respective liquidity position and access to the capital markets, (ii) the production or sale of Chrysler or other automotive manufacturers’ vehicles (including the effects of any product recalls), (iii) the quality or resale value of Chrysler or other vehicles, (iv) the use of marketing incentives, (v) Chrysler’s or other automotive manufacturers’ relationships with their key suppliers, or (vi) Chrysler’s or other automotive manufacturers’ respective relationships with the United Auto Workers and other labor unions and other factors impacting automotive manufacturers or their employees could have a material adverse effect on our profitability and financial condition.

Under the Chrysler Agreement, we originate private-label loans and leases to facilitate the purchase of Chrysler vehicles by consumers and Chrysler-franchised automotive dealers. In the future, it is possible that Chrysler or other automotive manufacturers with whom we have relationships could utilize other companies to support their financing needs, including offering products or terms that we would not or could not offer, which could have a material adverse impact on our business and operations. Furthermore, Chrysler or other automotive manufacturers could expand or establish or acquire captive finance companies to support their financing needs thus reducing their need for our services.

There is no assurance that the global automotive market, or Chrysler’s or our other OEM partners’ share of that market, will not suffer downturns in the future, and any negative impact could in turn have a material adverse effect on our business, results of operations, and financial position.

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Our information technology may not support our future volumes and business strategies.

We rely on our proprietary origination and servicing platforms that utilize database-driven software applications, including nearly 20 years of internal historical credit data and extensive third-party data, to continuously adapt our origination and servicing operations to evolving consumer behavior and to new vehicle finance and consumer loan products. We employ an extensive team of engineers, information technology analysts, and website designers to ensure that our information technology systems remain on the cutting edge. However, due to the continued rapid changes in technology, there can be no assurance that our information technology solutions will continue to be adequate for the business or to provide a competitive advantage.

Our network and information systems are important to our operating activities and any network and information system shutdowns could disrupt our ability to process loan applications, originate loans, or service our existing loan portfolios, which could have a material adverse impact on our operating activities. Shutdowns may be caused by unforeseen catastrophic events, including natural disasters, terrorist attacks, large-scale power outages, software or hardware defects, computer viruses, cyber attacks, external or internal security breaches, acts of vandalism, misplaced or lost data, programming or human errors, difficulties in migrating technology facilities from one location to another, or other similar events. Although we maintain, and regularly assess the adequacy of, a disaster recovery plan designed to effectively manage the effects of such unforeseen events, we cannot be certain that such plan will function as intended, or otherwise resolve or compensate for such effects. Such a failure of our disaster recovery plan, if and when experienced, may have a material adverse effect on our revenue and ability to support and service our customer base.

We are required to make significant estimates and assumptions in the preparation of our financial statements and our estimates and assumptions may not be accurate.

The preparation of our consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires our management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting periods. We also use estimates and assumptions in determining the residual values of leased vehicles. Critical estimates are made by management in determining, among other things, the allowance for loan losses, amounts of impairment, and valuation of income taxes. If our underlying estimates and assumptions prove to be incorrect, our financial condition and results of operations may be materially adversely affected.

Our allowance for loan losses and impairments may prove to be insufficient to absorb probable losses inherent in our loan portfolio.

We maintain an allowance for loan losses, a reserve established through a provision for loan losses charged to expense, that we believe is appropriate to provide for probable losses inherent in our originated loan portfolio. For receivables portfolios purchased from other lenders at a discount to the aggregate principal balance of the receivables, the portion of the discount that was attributable to credit deterioration since origination of the loans is recorded as a nonaccretable difference. Any deterioration in the performance of the purchased portfolios after acquisition results in incremental impairment reserves. Our allowance for loan losses has increased from $347 million, or 5.5% of outstanding principal balance, at December 31, 2008, to $2.4 billion, or 9.7% of outstanding principal balance, at September 30, 2013. The determination of the appropriate level of the allowance for loan losses, impairment reserves, and nonaccretable difference inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which are subject to change. Changes in economic conditions affecting borrowers, new information regarding our loans, and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. Furthermore, growth in our loan portfolio generally would lead to an increase in the provision for loan losses. Some of our planned growth is in lending areas other than vehicle loans, and we are not experienced in estimating loan and credit losses in those other areas. In addition, if net charge-offs in future periods exceed the

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allowance for loan losses, we will need to make additional provisions to increase the allowance for loan losses. There is no accurate method for predicting loan and credit losses, and we cannot assure you that our loan loss reserves will be sufficient to cover actual losses. Any increases in the allowance for loan losses will result in a decrease in net income and capital and may have a material adverse effect on us.

Our profitability and financial condition could be materially adversely affected if the value of used cars declines, resulting in lower residual values of our vehicle leases and lower recoveries in sales of repossessed vehicles.

General economic conditions, the supply of off-lease and other used vehicles to be sold, new vehicle market prices and marketing programs, vehicle brand image and strength, perceived vehicle quality, general consumer preference and confidence levels, overall price, and volatility of gasoline or diesel fuel, among other factors, heavily influence used vehicle prices and thus the residual value of our leased vehicles and the amount we recover in remarketing repossessed vehicles. We expect our financial results to be more sensitive to used auto prices as leases become a larger part of our business.

Our expectation of the residual value of a leased vehicle is a critical input in determining the amount of the lease payments at the inception of a lease contract. Our lease customers are responsible only for any deviation from expected residual value that is caused by excess mileage or excess wear and tear, while we retain the obligation to absorb any general market changes in the value of the vehicle. Therefore, our operating lease expense is increased when we have to take an impairment on our residual values or when the realized residual value of a vehicle at lease termination is less than the expected residual value for the vehicle at lease inception. In addition, the timeliness, effectiveness, and quality of our remarketing of off-lease vehicles affects the net proceeds realized from the vehicle sales. While we have elected not to purchase residual value insurance, our exposure is somewhat lessened by Chrysler’s residual subvention programs and the sharing of losses over a specified threshold. However, we take the first portion of loss on any vehicle, and such losses could have a negative impact on our profitability and financial condition.

Lower used vehicle prices also reduce the amount we can recover when remarketing repossessed vehicles that serve as collateral underlying loans. As a result, declines in used vehicle prices could have a negative impact on our profitability and financial condition.

Poor portfolio performance may trigger credit enhancement provisions in our revolving credit facilities or secured structured financings.

Our revolving credit facilities generally have net spread, delinquency, and net loss ratio limits on the receivables pledged to each facility that, if exceeded, would increase the level of credit enhancement requirements for that facility and redirect all excess cash to the credit providers. Generally, these limits are calculated based on the portfolio collateralizing the respective credit line; however, for two of our warehouse lines, delinquency and net loss ratios are calculated with respect to our serviced portfolio as a whole. Our facility used to finance vehicle lease originations also has a residual loss ratio limit calculated with respect to our serviced lease portfolio as a whole.

The documents that govern our secured structured financings also contain cumulative net loss ratio limits on the receivables included in each securitization trust. If, at any measurement date, a cumulative net loss trigger with respect to any financing were to exceed the specified limits, provisions of the financing agreements would increase the level of credit enhancement requirements for that financing and redirect all excess cash to the holders of the ABS. During this period, excess cash flow, if any, from the facility would be used to fund the increased credit enhancement levels rather than being distributed to us. Once an impacted trust reaches the new requirement, we would return to receiving a residual distribution from the trust.

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Future significant loan, lease, or unsecured consumer loan repurchase requirements could harm our profitability and financial condition.

We have repurchase obligations in our capacity as servicer in securitizations and whole-loan sales. If a servicer breaches a representation, warranty, or servicing covenant with respect to the loans sold, the servicer may be required by the servicing provisions to repurchase that asset from the purchaser or otherwise compensate one or more classes of investors for losses caused by the breach. If significant repurchases of assets or other payments are required under our responsibility as servicer, it could have a material adverse effect on our financial condition, liquidity, and results of operations.

We apply financial leverage to our operations, which may materially adversely affect our business, results of operations, and financial condition.

We currently apply financial leverage, pledging most of our assets to credit facilities and securitization trusts, and we intend to continue to apply financial leverage in our retail lending operations. Our debt-to-assets ratio is 89% as of September 30, 2013. Unlike banks, we are not subject to regulatory restrictions on the amount of our leverage. Our total borrowings are only restricted by covenants in our credit facilities and market conditions, and our board of directors may change our target borrowing levels at any time without the approval of our stockholders. Incurring substantial debt subjects us to the risk that our cash flow from operations may be insufficient to service our outstanding debt.

Our indebtedness and other obligations are significant and impose restrictions on our business.

We have a significant amount of indebtedness. At September 30, 2013 and December 31, 2012, we had approximately $22.7 billion and $16.2 billion, respectively, in principal amount of indebtedness outstanding (including approximately $22.0 billion and $15.9 billion, respectively, in secured indebtedness). Interest expense on our indebtedness constituted approximately 12% and 11%, respectively, of our total financing revenue and other interest income for the three and nine months ended September 30, 2013.

Our debt reduces operational flexibility and creates default risks. Our revolving credit facilities contain a borrowing base or advance rate formula which requires us to pledge finance contracts in excess of the amounts which we can borrow under the facilities. We are also required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the credit facilities. In addition, certain facilities require the replacement of delinquent or defaulted collateral, and the finance contracts pledged as collateral in securitizations must be less than 31 days delinquent at the time the securitization is issued. Accordingly, increases in delinquencies or defaults resulting from weakened economic conditions would require us to pledge additional finance contracts to support the same borrowing levels and may cause us to be unable to securitize loans to the extent we desire. These outcomes would adversely impact our financial position, liquidity, and results of operations.

Additionally, the credit facilities generally contain various covenants requiring in certain cases minimum financial ratios, asset quality, and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferral levels. Generally, these limits are calculated based on the portfolio collateralizing the respective line; however, for certain of our third-party credit facilities, delinquency and net loss ratios are calculated with respect to our serviced portfolio as a whole. Covenants on our debts also limit our ability to:

• incur or guarantee additional indebtedness;

• purchase large loan portfolios in bulk;

• pay dividends or make distributions on our capital stock or make certain other restricted payments;

• sell assets, including our loan portfolio or the capital stock of our subsidiaries;

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• enter into transactions without affiliates;

• create or incur liens; and

• consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets.

Additionally, one of our private ABS facilities contains a minimum tangible net worth requirement, and two of our revolving credit facilities contain key man provisions.

Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer.

We currently have the ability to pledge retained residuals and create additional unsecured indebtedness on our credit facilities provided by Santander. After this offering, Santander may elect not to renew these facilities, causing us to have to find other funding sources prior to the maturity of the Santander Credit Facilities.

If our debt service obligations increase, whether due to the increased cost of existing indebtedness or the incurrence of additional indebtedness, we may be required to dedicate a significant portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, which would reduce the funds available for other purposes. Our indebtedness also could limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions.

In addition, certain of our funding arrangements may require us to make payments to third parties if losses exceed certain thresholds, including, for example, our flow agreements with Bank of America and SBNA and arrangements with certain third-party loan originators of loans that we purchase on a periodic basis.

Competition with other lenders could adversely affect us.

The vehicle finance market is served by a variety of entities, including the captive finance affiliates of major automotive manufacturers, banks, savings and loan associations, credit unions, and independent finance companies. The market is highly fragmented, with no individual lender capturing more than 10% of the market. Our competitors often provide financing on terms more favorable to automobile purchasers or dealers than we offer. Many of these competitors also have long-standing relationships with automobile dealerships and may offer dealerships or their customers other forms of financing that we do not offer.

We anticipate that we will encounter greater competition as we expand our operations and as the economy continues to emerge from recession. In addition, certain of our competitors are not subject to the same regulatory regimes that we are. As a result, these competitors may have advantages in conducting certain businesses and providing certain services, and may be more aggressive in their loan origination activities. Increasing competition could also require us to lower the rates we charge on loans in order to maintain loan origination volume, which could also have a material adverse effect on our business, including our profitability.

Changes in interest rates may adversely impact our profitability and risk profile.

Our profitability may be directly affected by interest rate levels and fluctuations in interest rates. As interest rates change, our gross interest rate spread on new originations either increases or decreases because the rates charged on the contracts originated or purchased from dealers are limited by market and competitive conditions, restricting our ability to pass on increased interest costs to the consumer. Additionally, although the majority of our borrowers are nonprime and are not highly sensitive to interest rate movement, increases in interest rates may

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reduce the volume of loans we originate. While we monitor the interest rate environment and employ hedging strategies designed to mitigate the impact of increased interest rates, we cannot provide assurance that hedging strategies will fully mitigate the impact of changes in interest rates.

We are subject to market, operational, and other related risks associated with our derivative transactions that could have a material adverse effect on us.

We enter into derivative transactions for economic hedging purposes. We are subject to market and operational risks associated with these transactions, including basis risk, the risk of loss associated with variations in the spread between the asset yield and the funding and/or hedge cost, credit or default risk, the risk of insolvency, or other inability of the counterparty to a particular transaction to perform its obligations thereunder, including providing sufficient collateral. Additionally, certain of our derivative agreements require us to post collateral when the fair value of the derivative is negative. Our ability to adequately monitor, analyze, and report derivative transactions continues to depend, to a great extent, on our information technology systems. This factor further increases the risks associated with these transactions and could have a material adverse effect on us.

Adverse outcomes to current and future litigation against us may negatively impact our financial position, liquidity, and results of operations.

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties. Some litigation against us could take the form of class action complaints by consumers. As the assignee of loans originated by automotive dealers, we also may be named as a co-defendant in lawsuits filed by consumers principally against automotive dealers.

We are party to various litigation claims and legal proceedings. We evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves or disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our current assessments and estimates and any adverse resolution of litigation pending or threatened against us could negatively impact our financial position, liquidity, and results of operations.

A security breach or a cyber attack could adversely affect our business.

In the normal course of business, we collect, process and retain sensitive and confidential consumer information and may, subject to applicable law, share that information with our third-party service providers. Despite the security measures we have in place, our facilities and systems, and those of third-party service providers, could be vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events. A security breach or cyber attack of our computer systems could interrupt or damage our operations or harm our reputation. If third parties or our employees are able to penetrate our network security or otherwise misappropriate our customers’ personal information or contract information, or if we give third parties or our employees improper access to consumers’ personal information or contract information, we could be subject to liability. This liability could include investigations, fines, or penalties imposed by state or federal regulatory agencies, including the loss of necessary permits or licenses. This liability could also include identity theft or other similar fraud-related claims, claims for other misuses, or losses of personal information, including for unauthorized marketing purposes or claims alleging misrepresentation of our privacy and data security practices.

We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure online transmission of confidential consumer information. Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments may result in a compromise or breach of the algorithms that we use to protect sensitive consumer transaction data. A party

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who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend capital and other resources to protect against such security breaches or cyber attacks or to alleviate problems caused by such breaches or attacks. Our security measures are designed to protect against security breaches and cyber attacks, but our failure to prevent such security breaches and cyber attacks, whether due to an external cyber-security incident, a programming error, or other cause, could damage our reputation, expose us to mitigation costs and the risks of private litigation and government enforcement, disrupt our business, or otherwise have a material adverse effect on our sales and results of operations.

We partially rely on third parties to deliver services, and failure by those parties to provide these services or meet contractual requirements could have a material adverse effect on our business.

We depend on third-party service providers for many aspects of our business operations. For example, we depend on third parties like Experian to obtain data related to our market that we use in our origination and servicing platforms. In addition, we rely on third-party servicing centers for a portion of our servicing activities and on third-party repossession agents. If a service provider fails to provide the services that we require or expect, or fails to meet contractual requirements, such as service levels or compliance with applicable laws, the failure could negatively impact our business by adversely affecting our ability to process customers’ transactions in a timely and accurate manner, otherwise hampering our ability to service our customers, or subjecting us to litigation or regulatory risk for poor vendor oversight. Such a failure could adversely affect the perception of the reliability of our networks and services, and the quality of our brands, and could have a material and adverse effect on our financial condition and results of operations.

Catastrophic events may negatively affect our business, financial condition, and results of operations.

Natural disasters, acts of war, terrorist attacks, and the escalation of military activity in response to these attacks or otherwise may have negative and significant effects, such as imposition of increased security measures, changes in applicable laws, market disruptions, and job losses. These events may have an adverse effect on the economy in general. Moreover, the potential for future terrorist attacks and the national and international responses to these threats could affect our business in ways that cannot be predicted. The effect of any of these events or threats could have a material adverse effect on our business, results of operations, and financial condition.

The obligations associated with being a public company will require significant resources and management attention, which will increase our costs of operations and may divert focus from our business operations.

We have not been required in the past to comply with Securities and Exchange Commission (“SEC”) requirements to file periodic reports with the SEC. As a publicly traded company following completion of this offering, we will be required to file periodic reports containing our consolidated financial statements with the SEC within a specified time following the completion of quarterly and annual periods. As a public company, we will also incur significant legal, accounting, insurance, and other expenses. Compliance with these reporting requirements and other rules of the SEC and the rules of the NYSE will increase our legal and financial compliance costs and make some activities more time consuming and costly. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from successfully implementing our strategic initiatives and improving our business, results of operations, and financial condition. Among other things, we will be required to: prepare and distribute periodic reports and other stockholder communications in compliance with our obligations under the federal securities laws and applicable stock exchange rules; appoint new independent members to our board of directors and committees; create or expand the roles and duties of our board of directors and committees of the board; institute more comprehensive compliance and internal audit functions; evaluate and maintain our system of internal control over financial reporting, and report on management’s assessment thereof, in compliance with the requirements of Section 404 of the Sarbanes-Oxley

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Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board; involve and retain outside legal counsel and accountants in connection with the activities listed above; enhance our investor relations function; and maintain internal policies, including those relating to disclosure controls and procedures. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, we cannot predict or estimate the amount of additional costs we may incur in order to comply with these requirements. We anticipate that these costs will materially increase our total costs and expenses.

Internal controls over financial reporting may not prevent or detect all errors or acts of fraud.

We maintain disclosure controls and procedures designed to ensure that we timely report information as specified in the rules and regulations of the SEC. We also maintain a system of internal control over financial reporting. However, these controls may not achieve their intended objectives. Control processes that involve human diligence and compliance, such as our disclosure controls and procedures and internal control over financial reporting, are subject to lapses in judgment and breakdowns resulting from human failures. Controls can also be circumvented by collusion or improper management override. Because of such limitations, there are risks that material misstatements due to error or fraud may not be prevented or detected and that information may not be reported on a timely basis. If our controls are not effective, it could have a material adverse effect on our financial condition, results of operations, and market for our common stock, and could subject us to regulatory scrutiny.

Regulatory Risks

In addition to the Risk Factors below, please also refer to the section of this prospectus entitled “Business —Supervision and Regulation” for more information on the regulatory regimes to which we are subject.

We operate in a highly regulated industry and continually changing federal, state, and local laws and regulations could materially adversely affect our business.

Due to the highly regulated nature of the consumer finance industry, we are required to comply with a wide array of federal, state, and local laws and regulations that regulate, among other things, the manner in which we conduct our origination and servicing operations. These regulations directly impact our business and require constant compliance, monitoring, and internal and external audits. Although we have an extensive enterprise-wide compliance framework structured to continuously monitor our activities, compliance with applicable law is costly, and may create operational constraints.

These laws and their implementing regulations include, among others, usury laws, Anti-Money Laundering requirements (Bank Secrecy Act and USA PATRIOT Act), Equal Credit Opportunity Act (“ECOA”), Fair Debt Collection Practices Act, Fair Credit Reporting Act, Privacy Regulations (Gramm-Leach Bliley Act and Right to Financial Privacy Act), Electronic Funds Transfer Act, Servicemembers’ Civil Relief Act, Telephone Consumer Protection Act, Truth in Lending Act, and requirements related to unfair, deceptive, or abusive acts or practices.

Many states and local jurisdictions have consumer protection laws analogous to, or in addition to, those listed above. These federal, state, and local laws regulate the manner in which financial institutions deal with customers when making loans or conducting other types of financial transactions.

New legislation and regulation may include changes with respect to consumer financial protection measures and systematic risk oversight authority. Such changes present the risk of financial loss due to regulatory fines or penalties, restrictions or suspensions of business, or costs associated with mandatory corrective action as a result of failure to adhere to applicable laws, regulations, and supervisory guidance. Failure to comply with these laws and regulations could also give rise to regulatory sanctions, customer rescission rights, action by state and local attorneys general, civil or criminal liability, or damage to our reputation, which could materially and adversely affect our business, financial condition, and results of operations.

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In connection with the SEC’s review of the Annual Reports on Form 10-K filed by Santander Drive Auto Receivables Trust 2010-1 and Santander Drive Auto Receivables Trust 2010-2 (together, the “2010 Trusts”) for the fiscal year ended December 31, 2012, the 2010 Trusts received a comment from the SEC regarding the applicability to SCUSA, as the servicer of the 2010 Trusts, of certain servicing criteria set forth in Regulation AB relating to the safeguarding of pool assets and related documentation of the 2010 Trusts. We completed our final response to this comment letter, including amendments to the Form 10-K filings by the 2010 Trusts, in September 2013 and believe there has been no adverse impact on our business.

The Dodd-Frank Act and the creation of the CFPB in addition to recently issued rules and guidance will likely increase our regulatory compliance burden and associated costs.

The Dodd-Frank Act introduced a substantial number of reforms that continue to reshape the structure of the regulation of the financial services industry. In particular, the Dodd-Frank Act includes, among other things, the creation of the Consumer Financial Protection Bureau (“CFPB”), which is authorized to promulgate and enforce consumer protection regulations relating to financial products and services.

In March 2013, the CFPB issued a bulletin recommending that indirect vehicle lenders, a class that includes us, take steps to monitor and impose controls over dealer markup policies where dealers charge consumers higher interest rates, with the markup shared between the dealer and the lender.

The CFPB is also conducting supervisory audits of large vehicle lenders and has indicated it intends to study and take action with respect to possible ECOA “disparate impact” credit discrimination in indirect vehicle finance. If the CFPB enters into a consent decree with one or more lenders on disparate impact claims, it could negatively impact the business of the affected lenders, and potentially the business of dealers and other lenders in the vehicle finance market. This impact on dealers and lenders could increase our regulatory compliance requirements and associated costs.

Unlike competitors that are banks, we are subject to the licensing and operational requirements of states and other jurisdictions and our business would be adversely affected if we lost our licenses.

Because we are not a depository institution, we do not benefit from exemptions to state loan servicing or debt collection licensing and regulatory requirements. To the extent that they exist, we must comply with state licensing and various operational compliance requirements in all 50 states and the District of Columbia. These include, among others, form and content of contracts, other documentation, collection practices and disclosures, and record keeping requirements. We are sensitive to regulatory changes that may increase our costs through stricter licensing laws, disclosure laws, or increased fees. Currently, we have all required licenses as applicable to do business in all 50 states and the District of Columbia.

In addition, we are subject to periodic examinations by state and other regulators. The states that currently do not provide extensive regulation of our business may later choose to do so. The failure to comply with licensing or permit requirements and other local regulatory requirements could result in significant statutory civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible review of licenses, and damage to reputation, brand, and valued customer relationships.

We may be subject to certain banking regulations that may limit our business activities.

Because our largest shareholder is a bank holding company and because we provide third-party services to banks, we are subject to certain banking regulations, including oversight by the Federal Reserve, the Office of the Comptroller of the Currency, and the Bank of Spain. Such banking regulations could limit the activities and the types of businesses that we may conduct. The Federal Reserve has broad enforcement authority over bank holding companies and their subsidiaries. The Federal Reserve could exercise its power to restrict SHUSA from having a non-bank subsidiary that is engaged in any activity that, in the Federal Reserve’s opinion, is

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unauthorized or constitutes an unsafe or unsound business practice, and could exercise its power to restrict us from engaging in any such activity. The Federal Reserve may also impose substantial fines and other penalties for violations that we may commit. Additionally, the Federal Reserve has the authority to approve or disallow acquisitions we may contemplate, which may limit our future growth plans. To the extent that we are subject to banking regulation, we could be at a competitive disadvantage because some of our competitors are not subject to these limitations.

Risks Related to Our Common Stock

You will incur immediate dilution as a result of this offering.

If you purchase our common stock in this offering, you will pay more for your shares than the pro forma net tangible book value of your shares. As a result, you will incur immediate dilution of $15.95 per share, assuming an initial offering price of $23.00 per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses, and based on our net tangible book value per share of $7.05 as of September 30, 2013 after giving effect to the Reorganization, representing the difference between such assumed offering price and our net tangible book value per share. Accordingly, if we are liquidated at our book value, you would not receive the full amount of your investment. If Chrysler elects to exercise its option to purchase an equity participation in the Chrysler Capital portion of our business through an equity interest directly in SCUSA, its new interest could dilute the interests of the then-existing shareholders. See “Dilution” and “Business — Our Relationship with Chrysler.”

There is currently no market for our common stock and a market for our common stock may not develop, which could adversely affect the liquidity and price of our common stock.

Before this offering, there has been no established public market for our common stock. An active, liquid trading market for our common stock may not develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. An inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to acquire other companies, products or technologies by using our common stock as consideration. We have applied to have our common stock listed on the NYSE, but our application may not be approved. In addition, the liquidity of any market that may develop or the price that our stockholders may obtain for their shares of common stock cannot be predicted. The initial public offering price for our common stock will be determined by negotiations between us, the selling stockholders, and the representative of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. See “Underwriting.” Consequently, you may not be able to sell your common stock at or above the initial public offering price or at any other price or at the time that you would like to sell.

The market price of our common stock could decline due to the large number of outstanding shares of our common stock eligible for future sale.

Sales of substantial amounts of our common stock in the public market following this offering or in future offerings, or the perception that these sales could occur, could cause the market price of our common stock to decline. These sales could also make it more difficult for us to sell equity or equity-related securities in the future, at a time and price that we deem appropriate.

Upon completion of this offering and the Reorganization, we will have 347,363,230 shares of common stock. Of the outstanding shares of common stock, all of the 65,217,391 shares sold in this offering, other than any shares that may be purchased in this offering by a holder that is subject to an agreement, will be freely tradable, except that any shares purchased by “affiliates” (as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)), may only be sold in compliance with the limitations described in the section of this prospectus entitled “Shares Eligible for Future Sale.” Taking into consideration the effect of

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the lock-up agreements described below and the provisions of Rule 144 under the Securities Act, the remaining shares of our common stock may be eligible for resale in the public market under Rule 144 under the Securities Act subject to applicable restrictions under Rule 144.

We, our Principal Stockholders, our directors and certain of our officers have agreed to customary lock-up agreements with the underwriters in connection with this offering. See “Underwriting.” Upon the completion of this offering, SHUSA will agree with Auto Finance Holdings to not sell or otherwise dispose of any shares of our common stock owned by SHUSA (other than to certain permitted transferees) for a period of twelve months following the completion of the offering. Shareholder agreements that we have entered into with certain of our officers in connection with the Equity Transaction and certain of our employees (“Management Shareholder Agreements”) also provide that these officers and employees may not sell or otherwise dispose of our common stock for customary periods before and after an underwritten offering of shares of our common stock. See “Certain Relationships and Related Party Transactions — 2011 Investment.” An aggregate of 282,145,839 shares of our common stock, after giving effect to the Reorganization, are subject to these lock-up arrangements. In addition, the Management Shareholder Agreements provide for certain repurchase rights and restrictions, including that shares acquired in the Equity Transaction may not be transferred until December 31, 2016 and that certain shares acquired through the exercise of stock options may not be transferred for certain periods.

In addition, we intend to file a registration statement on Form S-8 under the Securities Act to register an aggregate of approximately 29,800,986 shares of common stock, after giving effect to the Reorganization, for issuance under our 2011 Management Equity Plan. Any shares issued in connection with acquisitions, the exercise of stock options, or otherwise would dilute the percentage ownership held by investors who purchase our shares in this offering. See “Shares Eligible for Future Sale.”

Substantially all of the shares of common stock existing prior to this offering are subject to registration rights pursuant to the Shareholders Agreement. In addition, we have granted certain of our officers and employees piggyback registration rights in the Management Shareholder Agreements pursuant to which they may require us to include their shares in future offerings that involve, in whole or in part, a secondary offering of our shares, provided that Auto Finance Holdings is selling shares in such offering. See “Certain Relationships and Related Party Transactions — Shareholders Agreement — Registration Rights” and “Certain Relationships and Related Party Transactions — 2011 Investment.”

The market price of our common stock may be volatile, which could cause the value of an investment in our common stock to decline.

The market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including:

• general market conditions;

• domestic and international economic factors unrelated to our performance;

• actual or anticipated fluctuations in our quarterly operating results;

• changes in or failure to meet publicly disclosed expectations as to our future financial performance;

• downgrades in securities analysts’ estimates of our financial performance or lack of research and reports by industry analysts;

• changes in market valuations or earnings of similar companies;

• any future sales of our common stock or other securities; and

• additions or departures of key personnel.

The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect

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the trading price of our common stock. In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm our business or results of operations. For example, we are currently operating in, and have benefited from, a protracted period of historically low interest rates that will not be sustained indefinitely, and future fluctuations in interest rates could cause an increase in volatility of the market price of our common stock.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have anti-takeover effects, which could limit the price investors might be willing to pay in the future for our common stock. In addition, Delaware law may inhibit takeovers of us and could limit our ability to engage in certain strategic transactions our board of directors believes would be in the best interests of stockholders.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws that will be effective upon completion of this offering could discourage unsolicited takeover proposals that stockholders might consider to be in their best interests. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws will include provisions that:

• do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

• fix the number of directors and provide that the number of directors may only be changed by an amendment to our bylaws;

• limit the ability of our stockholders to nominate candidates for election to our board of directors;

• authorize the issuance of “blank check” preferred stock without any need for action by stockholders;

• limit the ability of stockholders to call special meetings of stockholders or to act by written consent in lieu of a meeting; and

• establish advance notice requirements for nominations for election to our board of directors or for proposing matters that may be acted on by stockholders at stockholder meetings.

The foregoing factors, as well as the significant common stock ownership by our Principal Stockholders, could impede a merger, takeover, or other business combination or discourage a potential investor from making a tender offer for our common stock, which, under certain circumstances, could reduce the market value of our common stock. See “Description of Capital Stock.”

In addition, Section 203 of the Delaware General Corporation Law (the “DGCL”), generally affects the ability of an “interested stockholder” to engage in certain business combinations, including mergers, consolidations, or acquisitions of additional shares, for a period of three years following the time that the stockholder becomes an “interested stockholder.” An “interested stockholder” is defined to include persons owning directly or indirectly 15% or more of the outstanding voting stock of a corporation. We currently intend to elect in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL. However, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203, except that they provide that each of SHUSA and its successors and affiliates and certain of its direct transferees and Auto Finance Holdings and its successors and affiliates and certain of its direct transferees will not be deemed to be “interested stockholders,” and, accordingly will not be subject to such restrictions, as long as it and its affiliates own at least 10% of our outstanding shares of common stock.

Our common stock is and will be subordinate to all of our existing and future indebtedness and any preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries.

Shares of our common stock are common equity interests in us and, as such, will rank junior to all of our existing and future indebtedness and other liabilities. Additionally, holders of our common stock may become subject to the prior dividend and liquidation rights of holders of any classes or series of preferred stock that our

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board of directors may designate and issue without any action on the part of the holders of our common stock. Furthermore, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors and preferred stockholders.

Our Principal Stockholders will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of key transactions, including a change of control.

Our Principal Stockholders exert, and after this offering will continue to exert, significant influence over us, including pursuant to the terms of the Shareholders Agreement. As set forth under “Security Ownership of Certain Beneficial Owners, Management and Selling Stockholders,” the Principal Stockholders will continue to own approximately 81.00% of our common stock after the completion of this offering, assuming the underwriters do not exercise any of their over-allotment option to purchase additional shares. If the underwriters exercise in full their option to purchase additional shares, the Principal Stockholders will own approximately 78.19% of our common stock. Pursuant to the Shareholders Agreement, the Principal Stockholders will have the right to nominate all of our directors from and after this offering, provided certain minimum share ownership thresholds are maintained. See “Certain Relationships and Related Party Transactions — Shareholders Agreement.” Through our board of directors, our Principal Stockholders will control our policies and operations, including, among other things, the appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence of debt by us, and the entering into of extraordinary transactions.

In addition, the Shareholders Agreement provides our Principal Stockholders with approval rights in their capacity as stockholders over certain specific actions taken by SCUSA, provided certain minimum share ownership thresholds are maintained. These actions include, among other things, mergers and sales of all or substantially all of our assets. The Principal Stockholders may have interests that do not align with the interests of our other stockholders, including with regard to pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to our other stockholders. For example, our Principal Stockholders could cause us to make acquisitions that increase our indebtedness or to sell revenue-generating assets. The Principal Stockholders will have effective control over our decisions to enter into such corporate transactions regardless of whether others believe that the transaction is in our best interests. Such control may have the effect of delaying, preventing, or deterring a change of control of SCUSA, could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of SCUSA, and might ultimately affect the market price of our common stock. See “Certain Relationships and Related Party Transactions — Shareholders Agreement” and “Description of Capital Stock.”

Certain of our Principal Stockholders or their respective investors are also in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Certain of our Principal Stockholders or their respective investors may also pursue acquisition opportunities that are complementary to our business and, as a result, those acquisition opportunities may not be available to us. None of our Principal Stockholders nor any of their affiliates will be obligated to present any particular investment or business opportunity to us, even if such opportunity is of a character that could be pursued by us, and may pursue it for their own account or recommend to any other person any such investment opportunity. See “Description of our Capital Stock — Renunciation of Corporate Opportunities.”

We are a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After completion of this offering, the Principal Stockholders will continue to own a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the corporate governance standards. Under these rules, a company of which more than 50% of the voting power is

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held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

• the requirement that a majority of the board of directors consist of independent directors;

• the requirement that we have a separate nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a separate compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors and we will not have a nominating and corporate governance committee or a compensation committee. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions, and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors more fully described under the caption “Risk Factors” and elsewhere in this prospectus, including the exhibits hereto.

Any or all of our forward-looking statements in this prospectus may turn out to be inaccurate. The inclusion of this forward-looking information should not be regarded as a representation by us, the selling stockholders, the underwriters, or any other person that the future plans, estimates, or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, statements regarding (i) our asset growth and sources of funding; (ii) our expansion into different consumer segments; (iii) our financing plans; (iv) the impact of regulations on us; (v) our exposure to market risks, including interest rate risk and equity price risk; (vi) our exposure to credit risks, including credit default risk and settlement risk; (vii) our competition; (viii) our projected capital expenditures; (ix) our capitalization requirements and level of reserves; (x) our liquidity; (xi) trends affecting the economy generally; (xii) and trends affecting our financial condition and our results of operations. Examples of these important factors, in addition to those discussed elsewhere in this prospectus, that could cause our actual results to differ substantially from those anticipated in our forward-looking statements, include, among others:

• adverse economic conditions in the United States and worldwide may negatively impact our results;

• our business could suffer if our access to funding is reduced;

• we face significant risks implementing our growth strategy, some of which are outside our control;

• our recent agreement with Chrysler may not result in currently anticipated levels of growth and is subject to certain performance conditions that could result in termination of the agreement;

• our business could suffer if we are unsuccessful in developing and maintaining relationships with automobile dealerships;

• our financial condition, liquidity, and results of operations depend on the credit performance of our loans;

• loss of our key management or other personnel, or an inability to attract such management and personnel, could negatively impact our business;

• future changes in our relationship with Santander could adversely affect our operations; and

• we operate in a highly regulated industry and continually changing federal, state, and local laws and regulations could materially adversely affect our business.

All forward-looking statements are necessarily only estimates of future results, and actual results may differ materially from expectations. You are, therefore, cautioned not to place undue reliance on such statements which should be read in conjunction with the other cautionary statements that are included elsewhere in this prospectus. In particular, you should consider the numerous risks described in the “Risk Factors” section of this prospectus. Further, any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of common stock by our selling stockholders.

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REORGANIZATION

In July 2013, Santander Consumer USA Inc., an Illinois corporation (“SCUSA Illinois”), formed Santander Consumer USA Holdings Inc., a Delaware corporation (“SCUSA Delaware”), and SCUSA Merger Sub Inc., an Illinois corporation and a wholly owned subsidiary of SCUSA Delaware (“SCUSA Merger Sub”). SCUSA Delaware is the registrant in this offering. Both SCUSA Delaware and SCUSA Merger Sub were formed solely for the purpose of effecting this offering. Neither SCUSA Delaware nor SCUSA Merger Sub has engaged in any business or other activities except in connection with their respective formations and effecting this offering, and, except for SCUSA Delaware holding the stock of SCUSA Merger Sub, neither holds any assets and, except for SCUSA Merger Sub being a wholly owned subsidiary of SCUSA Delaware, neither has any subsidiaries. Prior to the closing of this offering, SCUSA Merger Sub will merge with and into SCUSA Illinois, with SCUSA Illinois continuing as the surviving corporation and a wholly owned subsidiary of SCUSA Delaware, the registrant. In the merger, all of the outstanding shares of common stock of SCUSA Illinois will be converted into shares of SCUSA Delaware common stock on a 2.6665 for 1.00 basis.

The Reorganization will not result in any change of the business, management, jobs, fiscal year, assets, liabilities, or location of the principal facilities of SCUSA Illinois.

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DIVIDEND POLICY

It has been our policy in recent years to pay a dividend to all common stockholders. Following the completion of this offering, we currently intend to pay dividends on a quarterly basis at an initial amount of approximately $0.15 per share. Our board of directors may also change or eliminate the payment of future dividends at its discretion, without prior notice to our stockholders, and our dividend policy and practice may change at any time and from time to time in the future. Any future determination to pay dividends to our stockholders will be dependent upon our financial condition, results of operation, capital needs, government regulations, and any other factors that our board of directors may deem relevant at such time and from time to time.

Our recent dividends have been as follows:

					Outstanding Shares on Date of Record				Dividend per Share
Dividend Declared	Declared on Earnings for		Dividend Amount		Actual		(Adjusted for Reorganization)		Actual		(Adjusted for Reorganization)
December 2010		2010	$	400,000,000		92,173,913		245,781,739	$	4.34		1.63
March 2011		2010		247,632,000		92,173,913		245,781,739		2.69		1.01
April 2011		2011		217,681,200		92,173,913		245,781,739		2.36		0.89
April 2012		2011		243,643,727		129,819,883		346,164,718		1.88		0.71
April 2012		2012		86,356,273		129,819,883		346,164,718		0.67		0.25
September 2012		2012		145,000,000		129,819,883		346,164,718		1.12		0.42
October 2012		2012		200,000,000		129,819,883		346,164,718		1.54		0.58
December 2012		2012		60,000,000		129,819,883		346,164,718		0.46		0.17
April 2013		2013		290,401,495		129,821,447		346,168,888		2.24		0.84

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2013 on a historical basis.

Amounts included in this table are derived from unaudited financial statements included elsewhere in this registration statement. This table should be read in conjunction with “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and the related notes thereto appearing elsewhere in this prospectus.

	At September 30, 2013
	(Dollars in thousands, except per share data)
Cash and cash equivalents	$	27,351
Liabilities:
Notes payable — credit facilities		7,407,526
Notes payable — secured structured financings		15,275,871
Equity:
Common stock, no par value: 250,000,000 shares authorized, 129,824,195 shares issued, 129,823,012 shares outstanding (1)		1,265,764
Additional paid-in capital		147,161
Accumulated other comprehensive loss		(6,595	)
Retained earnings		1,162,828
Total equity		2,569,158
Total capitalization	$	25,252,555

(1) Excludes all shares reserved for issuance under our 2011 Management Equity Plan.

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the net tangible book value per share of our common stock after this offering. Dilution results from the fact that the initial public offering price per share of common stock is substantially in excess of the net tangible book value per share of our common stock attributable to existing stockholders for our presently outstanding shares of common stock. As of September 30, 2013, net tangible book value attributable to our stockholders was $2,440,585,000, or $7.05 per share of common stock based on 346,173,061 shares of common stock issued and outstanding after giving effect to the Reorganization. Net tangible book value per share equals total consolidated tangible assets minus total consolidated liabilities divided by the number of outstanding shares of common stock.

This offering will result in an immediate dilution in the net tangible book value of $15.95 per share to the investors who purchase our common stock in this offering.

The following table illustrates the per share dilution after giving pro forma effect to this offering:

Initial public offering price per share			$	23.00
Net tangible book value per share as of September 30, 2013	$	7.05
Dilution per share to new investors			$	15.95

The following table summarizes, as of September 30, 2013, the difference between existing stockholders and new investors with respect to the number of shares of common stock purchased, the total consideration paid or to be paid for these shares, and the average price per share paid by our existing stockholders and to be paid by the new investors in this offering. The calculation below reflecting the effect of shares purchased by new investors is based on the initial public offering price of $23.00 per share, the midpoint of the range set forth on the cover page of this prospectus after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased						Total Consideration					Average Price Per Share
	Number			Percent			Amount		Percent
Existing stockholders		282,145,839	(1)		81.23	%	$	1,692,745,902		53.02	%	$	4.87
New investors (2)		65,217,391			18.77			1,500,000,000		46.98			23.00
Total		347,363,230			100.00		$	3,192,745,902		100.00

(1) Reflects shares purchased by existing stockholders, after deducting shares sold in this offering.

(2) The selling stockholders identified in this prospectus are offering all of the shares of common stock in this offering. We are not offering any shares of common stock in this offering and we will not receive any of the proceeds from the sale of shares in this offering.

The number of shares purchased is based on shares of common stock outstanding as of September 30, 2013 after giving effect to the Reorganization. The discussion and table above exclude shares of common stock issuable upon exercise of outstanding options issued. If the underwriters were to fully exercise their option to purchase additional shares of our common stock, the percentage of shares of our common stock held by existing stockholders would be 78.41%, and the percentage of shares of our common stock held by new investors would be 21.59%. To the extent any outstanding options are exercised, new investors will experience further dilution. To the extent all 24,068,940 outstanding options had been exercised as of September 30, 2013, the net tangible book value per share after this offering would be $6.79 and total dilution per share to new investors would be $16.21.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following selected consolidated financial data should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this prospectus. The consolidated statement of income data for the years ended December 31, 2012, 2011, and 2010 and the consolidated balance sheet data at December 31, 2012 and 2011 has been derived from, and is qualified by reference to, our audited consolidated financial statements included elsewhere in this prospectus and should be read in conjunction with those consolidated financial statements and notes thereto. The consolidated statement of income data for the years ended December 31, 2009 and 2008 and the consolidated balance sheet data at December 31, 2010, 2009, and 2008 has been derived from audited consolidated financial statements that are not included in this prospectus. The consolidated statement of income data for the quarterly and year-to-date periods ended September 30, 2013 and 2012 and the consolidated balance sheet data at September 30, 2013 are derived from, and qualified by reference to, our unaudited interim consolidated financial statements included elsewhere in this prospectus and should be read in conjunction with those consolidated financial statements and notes thereto.

Santander Consumer USA Holdings Inc. has not engaged in any operations or conducted any activities other than those incidental to its formation and to preparations for the Reorganization and this offering. It will have only nominal assets and no liabilities prior to the consummation of the Reorganization and this offering. Upon closing, its assets will include shares in Santander Consumer USA Inc., its wholly owned subsidiary and operating company, and the cash proceeds of this offering. See “Reorganization.” Accordingly, this prospectus includes, and the discussion below is based solely on, the historical financial statements of Santander Consumer USA Inc.

	Three Months Ended					Nine Months Ended					Year Ended
	September 30, 2013		September 30, 2012			September 30, 2013		September 30, 2012			December 31, 2012		December 31, 2011		December 31, 2010		December 31, 2009		December 31, 2008
	(Dollar amounts in thousands, except per share data)
Income Statement Data
Income from individually acquired retail installment contracts	$	879,628	$	580,360		$	2,333,857	$	1,600,054		$	2,223,833	$	1,695,538	$	1,308,728	$	1,281,515	$	1,396,610
Income from purchased receivables portfolios		87,237		161,753			327,712		545,819			704,770		870,257		734,634		218,240		105,229
Other financing income		44,627		2,845			62,205		7,416			19,899		28,718		33,216		10,485		5,333
Interest and fees on finance receivables and loans		1,011,492		744,958			2,723,774		2,153,289			2,948,502		2,594,513		2,076,578		1,510,240		1,507,172
Interest expense		120,589		98,774			291,062		293,238			374,027		418,526		316,486		235,031		256,356
Net other finance and interest income		9,643		2,950			17,486		9,423			—		—		—		—		—
Net interest margin		900,546		649,134			2,450,198		1,869,474			2,574,475		2,175,987		1,760,092		1,275,209		1,250,816
Provision for loan losses on individually acquired retail installment contracts		447,565		243,698			1,074,487		683,000			1,119,074		741,559		750,625		720,938		823,024
Incremental increase (decrease) in allowance related to purchased receivables portfolios		93,718		(57,823	)		51,654		(22,798	)		3,378		77,662		137,600		—		—
Other provisions for loan losses		56,918		—			97,664		—			—		—		—		—		—
Provision for loan losses		598,201		185,875			1,223,805		660,202			1,122,452		819,221		888,225		720,938		823,024
Profit sharing		27,238		—			34,802		—			—		—		—		—		—
Other income		78,340		74,291			208,878		238,890			295,689		452,529		249,028		48,096		43,120
Costs and expenses		176,140		183,730			496,312		464,192			559,163		557,083		404,840		249,012		209,315
Income tax expense		65,486		141,261			322,413		372,266			453,615		464,034		277,944		143,834		87,472
Net income		111,821		212,559			581,744		611,704			734,934		788,178		438,111		209,521		174,125
Net income attributable to Santander Consumer USA Inc shareholders		111,245		168,467			583,565		595,846			715,003		768,197		438,111		209,521		174,125
Share Data
Weighted-average common shares outstanding
Basic		129,822,780		129,819,883			129,821,712		129,819,883			129,819,883		92,277,053		92,173,913		92,173,913		92,173,913
Diluted		129,822,780		129,819,883			129,821,712		129,819,883			129,819,883		92,277,053		92,173,913		92,173,913		92,173,913
Earnings per share attributable to Santander Consumer USA Inc shareholders
Basic	$	0.86	$	1.30		$	4.50	$	4.59		$	5.51	$	8.32	$	4.75	$	2.27	$	1.89
Diluted	$	0.86	$	1.30		$	4.50	$	4.59		$	5.51	$	8.32	$	4.75	$	2.27	$	1.89

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	Three Months Ended						Nine Months Ended						Year Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012			December 31, 2012			December 31, 2011			December 31, 2010			December 31, 2009			December 31, 2008
	(Dollar amounts in thousands, except per share data)
Net tangible book value per common share at period end
Excluding other comprehensive income (loss)	$	18.85					$	18.85					$	16.04		$	16.20		$	6.95		$	6.37		$	4.49
Including other comprehensive income (loss)	$	18.80					$	18.80					$	15.97		$	16.11		$	6.95		$	6.24		$	4.06
Dividends declared per share of common stock
Basic	$	—		$	1.12		$	2.24		$	3.67		$	5.66		$	5.05		$	4.34			—			—
Diluted	$	—		$	1.12		$	2.24		$	3.67		$	5.66		$	5.05		$	4.34			—			—
Balance Sheet Data (1)
Finance receivables and loans	$	21,238,684					$	21,238,684					$	16,265,820		$	16,715,703		$	15,032,046		$	7,466,267		$	5,600,102
Goodwill and intangible assets		128,573						128,573						126,700			125,427			126,767			142,198			105,643
Total assets		25,608,280						25,608,280						18,741,644			19,404,371			16,773,021			8,556,177			6,044,454
Total borrowings		22,683,397						22,683,397						16,227,995			16,790,518			15,065,635			7,525,930			5,432,338
Total liabilities		23,039,122						23,039,122						16,502,178			17,167,686			16,005,404			7,838,862			5,564,986
Total equity		2,569,158						2,569,158						2,239,466			2,236,685			767,617			717,315			479,468
Allowance for loan losses		2,355,087						2,355,087						1,774,002			1,208,475			840,599			384,396			347,302
Other Information
Charge-offs, net of recoveries	$	371,396		$	272,692		$	772,187		$	710,002		$	1,008,454		$	1,025,133		$	709,367		$	683,844		$	679,172
End of period Delinquent principal over 60 days		969,886						969,886						865,917			767,838			579,627			502,254			477,141
End of period Gross finance receivables and loans		24,201,063						24,201,063						18,655,497			18,754,938			16,843,774			8,309,153			6,360,982
Average gross individually acquired retail installment contracts		19,790,033			12,704,563			17,180,908			11,527,698			12,082,026			8,843,036			6,631,231			5,690,833			5,396,355
Average gross purchased receivables portfolios		2,676,906			5,706,495			3,325,260			6,798,200			6,309,497			7,270,080			4,978,727			975,080			320,903
Average Gross finance receivables and loans		23,246,772			18,539,064			21,396,754			18,454,847			18,501,710			16,282,215			12,111,969			7,266,079			5,728,599
Average Total assets		24,352,346			18,530,771			21,514,270			18,300,123			18,411,012			16,067,623			11,984,997			6,930,260			5,520,652
Average Debt		21,451,420			15,781,659			18,681,703			15,528,709			15,677,522			14,557,370			10,672,331			6,083,953			4,989,280
Average Total equity		2,525,997			2,365,722			2,453,782			2,334,008			2,312,781			916,219			850,219			594,097			406,680
Ratios (2)
Yield on individually acquired retail installment contracts		17.8	%		18.3	%		18.1	%		18.5	%		18.4	%		19.2	%		19.7	%		22.5	%		25.9	%
Yield on purchased receivables portfolios		13.0			11.3			13.1			10.7			11.2			12.0			14.8			22.4			32.8
Yield on interest-earning assets		17.4			16.1			17.0			15.6			15.9			15.9			17.1			20.8			26.3
Cost of interest-bearing liabilities		2.2			2.5			2.1			2.5			2.4			2.9			3.0			3.9			5.1
Efficiency ratio		18.0			25.4			18.7			22.0			19.5			21.2			20.2			18.8			16.2
Return on average assets		1.8			4.6			3.6			4.5			4.0			4.9			3.7			3.0			3.2
Return on average equity		17.7			35.9			31.6			34.9			31.8			86.0			51.5			35.3			42.8
Net chargeoff ratio		6.4			5.9			4.6			5.1			5.5			6.3			5.9			9.4			11.9
Delinquency ratio		4.0						4.0						4.6			4.1			3.4			6.0			7.5
Tangible common equity to tangible assets		9.6						9.6						11.3			11.0			3.8			6.8			6.3
Common stock dividend payout ratio		0.0			86.3			49.8			80.0			102.8			60.6			91.3			0.0			0.0

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(1) Balance sheet data as of September 30, 2012 has been excluded.

(2) “Yield on interest-earning assets” is defined as the ratio of Interest and fees on finance receivables and loans to Average gross finance receivables and loans.

“Cost of interest-bearing liabilities” is defined as the ratio of Interest expense to Average debt during the period.

“Efficiency ratio” is defined as the ratio of Costs and expenses to the sum of Net interest margin and Other income.

“Return on average assets” is defined as the ratio of Net income to Average total assets.

“Return on average equity” is defined as the ratio of Net income to Average total equity.

“Net charge-off ratio” is defined as the ratio of Charge-offs, net of recoveries, to Average finance receivables and loans.

“Delinquency ratio” is defined as the ratio of Delinquent principal over 60 days, end of period to Gross finance receivables and loans, end of period.

“Tangible common equity to total tangible assets ratio” is defined as the ratio of Total equity, excluding Goodwill and intangible assets, to Total assets excluding Goodwill and intangible assets.

“Common stock dividend ratio” is defined as the ratio of Dividends declared per share of common stock during the period to Net income attributable to Santander Consumer USA Inc. shareholders.

Activity-based ratios for the periods ending September 30, 2013 and 2012 are presented on an annualized basis.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), as well as other portions of this prospectus, may contain certain statements that constitute forward-looking statements within the meaning of the federal securities laws. The words “expect,” “anticipate,” “estimate,” “forecast,” “plan,” “project,” “outlook,” “intend,” “evaluate,” “pursue,” “seek,” “may,” “would,” “could,” “should,” “believe,” “potential,” “continue,” or the negatives of any of these words or similar expressions are intended to identify forward-looking statements. All statements herein, other than statements of historical fact, including, without limitation, statements about future events and financial performance, are forward-looking statements that involve certain risks and uncertainties. You should not place undue reliance on any such forward-looking statement and should consider all uncertainties and risks discussed in this prospectus, including those under “Risk Factors.” Forward-looking statements apply only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date the forward-looking statement is made.

Background and Overview

We are a full-service, technology-driven consumer finance company focused on vehicle finance and unsecured consumer lending products. We believe that, since our founding in 1995, we have achieved strong brand recognition in the nonprime vehicle finance space. We mainly originate loans indirectly through manufacturer-franchised and selected independent automotive dealers, as well as through relationships with national and regional banks and OEMs. We also directly originate and refinance vehicle loans online. In February 2013, we entered into a ten-year agreement with Chrysler whereby we originate private-label loans and leases under the Chrysler Capital brand. With this agreement, we are now the preferred financing provider for all of Chrysler’s retail consumers, including both prime and nonprime customers. From May 1, 2013, the effective date of the agreement, through September 30, 2013, 30% of our retail installment contract origination volume has been prime, as compared to only 14% in 2012, the last full year prior to our entry into the agreement. In addition, we have several relationships through which we provide unsecured consumer loans, and we have recently expanded into private label credit cards and other consumer finance products. We generate revenues and cash flows through interest and other finance charges on our loans and leases. We also earn servicing fee income on our serviced for others portfolios, which consist of loans that we service but do not own and do not report on our balance sheet.

We have demonstrated significant access to the capital markets by funding our operations through securitization transactions and committed credit lines. We have raised over $26 billion of ABS since 2010, we were the largest issuer of retail auto ABS in 2011, 2012, and 2013. We have significant bank funding relationships, with third-party banks and Santander currently providing approximately $13.7 billion and $4.5 billion, respectively, in committed financing. In addition, we have flow agreements in place with Bank of America and SBNA to fund Chrysler Capital business. We have produced consistent, controlled growth and robust profitability in both growth periods and economic downturns. We have been profitable every year for the past ten years, we delivered an average return on assets of 3.9% from 2009 to 2012 and a return on total common equity of more than 30% in each of those years, and we have continued to deliver similar levels of return on assets and equity as of the end of 2013.

How We Assess Our Business Performance

Net income attributable to our shareholders, and the associated return on equity, are the primary metrics by which we judge the performance of our business. Accordingly, we closely monitor the primary drivers of net income:

• Net financing income — We track the spread between the interest and finance charge income earned on our assets and the interest expense incurred on our liabilities, and continually monitor the components of our yield and our cost of funds. In addition, we monitor external rate trends, including the Treasury swap curve and spot and forward rates.

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• Net credit losses — Each of our loans and leases is priced using our risk-based proprietary models. The profitability of a loan is directly connected to whether or not the actual net credit losses are consistent with forecasted losses; therefore, we closely analyze credit performance. We perform this analysis at the vintage level for individually acquired retail installment contracts and at the pool level for purchased portfolios, enabling us to pinpoint drivers of any unusual or unexpected trends. We also monitor recovery rates, both industry-wide and our own, because of their contribution to the severity of our charge offs. Additionally, because delinquencies are an early indicator of future net credit losses, we analyze delinquency trends, adjusting for seasonality, to determine whether or not our loans are performing in line with our original estimation.

• Costs and expenses — We assess our operational efficiency using our cost-to-income ratio. We perform extensive analysis to determine whether observed fluctuations in cost and expense levels indicate a trend or are the nonrecurring impact of large projects. Our cost and expense analysis also includes a loan- and portfolio-level review of origination and servicing costs to assist us in assessing profitability by pool and vintage.

Because volume and portfolio size determine the magnitude of the impact of each of the above factors on our earnings, we also closely monitor new business volume along with annual percentage rate (“APR”) and discounts (including subvention and net of dealer participation).

Recent Developments and Other Factors Affecting Our Results of Operations

Preliminary Unaudited 2013 Results

The following information is estimated in good faith based on our preliminary unaudited financial results as of and for the year ended December 31, 2013, which are derived from preliminary internal financial reports and accordingly are subject to completion of our normal year-end closing procedures and audit by our independent registered public accounting firm. As a result, our preliminary unaudited financial results set forth below may be subject to change and those differences could be material.

	Year Ended December 31, 2013			Year Ended December 31, 2012
Income Statement Data
Net interest margin		$3.4 billion			$2.6 billion
Net income		$696 million			$735 million
Net income attributable to Santander Consumer USA Inc. shareholders		$697 million			$715 million
Balance Sheet Data
Total assets		$26.7 billion			$18.7 billion
Total equity		$2.7 billion			$2.2 billion
Ratios (1)
Net chargeoff ratio		5.7	%		5.5	%
Delinquency ratio		4.5	%		4.6	%
Other Information
Serviced for others portfolio		$4.5 billion			$2.5 billion
Originations		$20.5 billion			$8.6 billion

(1) “Net charge-off ratio” is defined as the ratio of Charge offs, net of recoveries, to Average gross finance receivables and loans.

“Delinquency ratio” is defined as the ratio of Delinquent principal over 60 days, end of period to Gross finance receivables and loans, end of period.

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Our total assets and originations increased as of and for the year ended December 31, 2013 as compared to December 31, 2012 due to the launch of Chrysler Capital as well as our entry into unsecured lending in 2013. This increase in assets and originations drove the increase in net interest margin, while net income was down from 2012 to 2013 due to the impact of provision for loan losses on the new business.

Equity increased as of December 31, 2013 as compared to December 31, 2012 due to net income for the year ended December 31, 2013 exceeding dividends paid during that period, as we paid a dividend of 100% of our first quarter 2013 net income but no further dividends during the year.

Our serviced for others portfolio increased due to the new servicing contracts entered into in 2013 with SBNA and Bank of America, as well as with the Chrysler Capital securitization trusts.

Chrysler Capital

Effective May 1, 2013, we became the preferred provider for Chrysler’s consumer loans and leases and dealer loans under terms of a ten-year Master Private Label Financing Agreement (“Chrysler Agreement”). Business generated under terms of the Chrysler Agreement is branded as Chrysler Capital. In connection with entering into the Chrysler Agreement, we paid Chrysler a $150 million upfront, nonrefundable fee, which is being amortized over the ten-year term as an adjustment to finance and other interest income. We have also executed an Equity Option Agreement with Chrysler, whereby Chrysler may elect to purchase an equity participation of any percentage in the Chrysler Capital portion of our business at fair market value.

Under the Chrysler Agreement, we have agreed to specific transition milestones related to market penetration rates, approval rates, dedicated staffing, and service-level standards for the initial year following launch. If the transition milestones are not met in the first year, the agreement may terminate and we may lose the ability to operate as Chrysler Capital. Subsequent to the first year, we must continue to meet penetration and approval rate targets and maintain service-level standards or the agreement can be terminated. Our penetration rate targets, which are cumulative rates measured as of the end of each year of the Chrysler Agreement (April 30), for years one through five of the Chrysler Agreement are 31%, 44%, 54%, 64% and 65%, respectively. During the period from the May 1, 2013 launch of the Chrysler Capital business through November 30, 2013, we originated over $6.7 billion of Chrysler Capital retail installment contracts and over $2.0 billion of Chrysler Capital vehicle leases, resulting in a penetration rate of 26.5% as of November 30, 2013, and we expect to meet and exceed our penetration rate target for year one of the agreement. We expect these volumes to continue and that we will achieve the targets in the Chrysler Agreement. The Chrysler Agreement could also be terminated in the event of a change in control of SCUSA, which, as defined in the agreement, would occur if both a single shareholder acquired more than 20% of our outstanding shares of common stock and SHUSA owned fewer shares than that shareholder.

The Chrysler Agreement requires that we maintain $5.0 billion in funding available for certain dealer inventory financing. To meet this requirement, we are party to a flow agreement with SBNA whereby we provide SBNA with the first right to review and assess Chrysler dealer lending opportunities and, if SBNA elects, SBNA provides the proposed financing. We provide servicing on all loans originated under this arrangement.

The Chrysler Agreement also requires that we maintain at least $4.5 billion of retail financing capacity exclusively for our Chrysler Capital business. To meet this requirement, we maintain a credit facility with seven banks providing an aggregate commitment of $4.55 billion of retail funding exclusively for our Chrysler Capital business.

We also have a committed forward flow agreement with Bank of America, pursuant to which we are committed to sell up to $300 million per month of the prime loans that Chrysler Capital originates through May 2018. We retain servicing on all loans sold under this agreement.

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In addition, we may periodically provide certain automotive dealers, primarily Chrysler-franchised dealerships, with real estate loans and working capital revolving lines of credit. Generally, a dealer must have a floorplan loan with us in order to be eligible for real estate loans and working capital revolving lines of credit from us.

As of September 30, 2013, substantially all of the dealer floorplan loans originated under Chrysler Capital were held by our affiliate, SBNA, under the terms of either of two agreements, a flow agreement entered into in June 2013 and a sale agreement entered into in August 2013. In November 2013, we entered into an additional sale agreement to sell substantially all of the non-floorplan dealer loans to SBNA.

LendingClub

In March 2013, we entered into and began purchasing receivables under certain agreements with LendingClub, a peer-to-peer unsecured lending technology company. The agreements allow us to purchase up to 25% of LendingClub’s total prime originations through March 2016.

In July 2013, we executed additional agreements with LendingClub whereby we are committed to purchase at least the lesser of $30 million per month or 75% of LendingClub’s near-prime originations through July 2015, and the lesser of $30 million per month or 50% of the lending platform company’s near-prime originations thereafter through July 2017.

LendingClub continues to service the receivables we purchase.

Bluestem

In April 2013, we entered into and began purchasing loans under certain agreements with Bluestem, a retailer that provides unsecured revolving financing to its customers through a relationship with a third party credit issuer. The terms of the agreements include a commitment by us to purchase certain new advances originated by Bluestem, along with existing balances on accounts with new advances, through April 2020. Bluestem continues to service the loans we purchase. We also are required to make a profit-sharing payment to Bluestem each month.

Lending Technology Company

In December 2012, we entered into an agreement with a point-of-sale lending technology company that enables us to review credit applications of certain retail store customers. We began originating unsecured consumer loans under this agreement in October 2013.

LLC Consolidation

Our consolidated financial statements include the results of two limited liability companies, Auto Loan Acquisition 2011-A and Auto Loan Acquisition 2011-B (collectively, the “ALAs”) formed to purchase two retail installment contract portfolios totaling $3.8 billion in the fourth quarter of 2011. Two of the investors in Auto Finance Holdings were the equity investors in the ALAs from the time of their formation until the investors abandoned their interests in the ALAs on August 30, 2013. The ALAs were determined to be variable interest entities (“VIEs”) of which we were the primary beneficiary due to our role as servicer of the portfolios and our potential to absorb losses due to our investment in bonds issued by the ALAs. Accordingly, we included the ALAs in our consolidated financial statements. However, as we had no equity interest in the ALAs prior to the abandonment, the entire comprehensive income and net assets of the ALAs were reported as noncontrolling interests. As a result of the abandonment, we have full ownership of the ALAs and continue to include them in our consolidated financial statements, but no longer report noncontrolling interests related to their activities.

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Stock Compensation

Beginning in 2012, we granted stock options to certain executives and other employees under the Santander Consumer USA Inc. 2011 Management Equity Plan (the “Management Equity Plan”). The Management Equity Plan is administered by our board of directors and enables us to make stock awards up to a total of approximately 11 million common shares, or 8.5% of our equity as of December 31, 2011. Stock options granted have an exercise price based on the estimated fair market value of our common stock on the grant date. The stock options expire after ten years and include both time vesting and performance vesting options. Generally, no shares obtained through exercise of stock options may be transferred until the later of December 31, 2016 or our completion of an initial public offering (“IPO”); however, our board of directors has approved the amendment of option award agreements with respect to options previously granted under the Management Equity Plan (the “Amended Options”) and the amendment of the Management Shareholders Agreements effective as of and subject to the occurrence of the offering to remove certain of these transfer restrictions with respect to shares underlying a portion of such outstanding options and provide for additional transfer restrictions with respect to shares underlying another portion of such outstanding options.

The fair value of the stock options is amortized into income over the vesting period as time and performance vesting conditions are met. Until the later of an IPO or December 31, 2016, if an employee leaves, we have the right to repurchase any or all of the stock obtained by the employee through option exercise. If the employee is terminated for cause or voluntarily leaves the Company without good reason, the repurchase price is the lower of the strike price or fair market value at the date of repurchase. If the employee is terminated without cause or voluntarily leaves the Company with good reason, the repurchase price is the fair market value at the date of repurchase. We believe that our repurchase right causes the IPO to constitute an implicit vesting condition and therefore have not recorded any stock compensation expense related to the Management Equity Plan. As of September 30, 2013, there was approximately $144 million of unrecognized compensation cost related to stock options granted but for which the IPO implicit vesting condition had not been met. We expect to recognize approximately $118 million of this expense on a pre-tax basis upon occurrence of an IPO, with the remainder to be recognized over the remaining vesting period.

Beginning in December 2013, we granted restricted shares to certain executives under the Santander Consumer USA Inc. Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan is administered by our board of directors and enables us to grant awards of nonqualified and incentive stock options, stock appreciation rights (“SARs”), restricted stock awards, restricted stock units and other awards that may be settled in or based upon the value of our common stock up to a total of 1,947,362 common shares. The value of restricted shares is based on the estimated fair market value of our common stock on the grant date. The restricted shares vest ratably over five years, subject to continued employment.

The fair value of any instruments issued under the Omnibus Incentive Plan is amortized into income over the vesting period as time and performance vesting conditions are met. Because no instruments had yet been issued under the Omnibus Incentive Plan as of September 30, 2013, no expense was recorded for the period then ended. Total compensation cost related to the restricted shares granted in December 2013 is expected to be approximately $12 million on a pre-tax basis and will be recognized over the five-year vesting period of the shares.

Our Reportable Segment

We have one reportable segment, Vehicle Finance. It includes our vehicle financial products and services, including retail installment contracts, vehicle leases, and dealer loans. We also include in this segment financial products and services related to motorcycles, RVs, and watercraft, as well as our unsecured personal loan and point-of-sale financing operations.

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Originations and Acquisitions

Our volume of individually acquired loans and leases, including net balance increases on revolving loans, average “APR” and average discount during the three and nine months ended September 30, 2013 and 2012 have been as follows:

	Three Months Ended						Nine Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
	(Dollar amounts in thousands)
Retail installment contracts	$	5,130,372		$	2,264,824		$	12,539,393		$	6,416,131
Average APR (%).		13.8	%		16.8	%		15.1	%		17.3	%
Average Discount (%).		1.9			4.0			2.8			4.2
Unsecured consumer loans	$	276,265			—		$	665,166			—
Average APR (%)		23.5	%		—			22.9	%		—
Average Discount (%)		8.3			—			9.0			—
Receivables from dealers	$	167,487		$	8,080		$	350,231		$	8,080
Average APR (%)		3.3	%		3.8	%		3.2	%		3.8	%
Average Discount (%)		—			—			—			—
Leases	$	928,301			—		$	1,419,605			—

We record interest income from individually acquired retail installment contracts, unsecured consumer loans and receivables from dealers in accordance with the terms of the loans, generally discontinuing and reversing accrued income once a loan becomes more than 60 days past due, except in the case of revolving unsecured loans, for which we continue to accrue interest until charge off at 180 days past due. Receivables from dealers and term unsecured consumer loans generally are not acquired at a discount. We amortize discounts, subvention payments from manufacturers, and origination costs as adjustments to income from individually acquired retail installment contracts using the effective yield method. We amortize the discount, if applicable, on revolving unsecured consumer loans straight-line over the estimated period over which the receivables are expected to be outstanding.

For individually acquired retail installment contracts, unsecured consumer loans and receivables from dealers, we also establish a loan loss allowance for the estimated losses inherent in the portfolio. We estimate probable losses based on contractual delinquency status, historical loss experience, expected recovery rates from sale of repossessed collateral, bankruptcy trends, and general economic conditions such as unemployment rates.

We classify our vehicle leases as operating leases. The net capitalized cost of each lease is recorded as an asset, which is depreciated straight-line over the contractual term of the lease to the expected residual value. Lease payments due from customers are recorded as income until and unless a customer becomes more than 60 days delinquent, at which time the accrual of revenue is discontinued and reversed. The accrual is resumed and reinstated if a delinquent account subsequently becomes 60 days or less past due. Subvention payments from the manufacturer, down payments from the customer, and initial direct costs incurred in connection with originating the lease are amortized straight-line over the contractual term of the lease.

Historically, our primary means of acquiring retail installment contracts was through individual acquisitions immediately after origination by a dealer. We also periodically purchase pools of receivables and had significant volumes of these purchases during the credit crisis. While we continue to pursue such opportunities when available, we did not purchase any material pools during the three and nine months ended September 30, 2013 and 2012. All of the retail installment contracts acquired during these periods were acquired individually. For our existing purchased receivables portfolios, which were acquired at a discount partially attributable to credit deterioration since origination, we estimate the expected yield on each portfolio at acquisition and record monthly accretion income based on this expectation. We periodically re-evaluate performance expectations and

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may increase the accretion rate if a pool is performing better than expected. If a pool is performing worse than expected, we are required to continue to record accretion income at the previously established rate and to record a loan loss provision to account for the worsening performance.

Results of Operations

This MD&A should be read in conjunction with the consolidated financial statements and the accompanying notes included elsewhere in this prospectus. Santander Consumer USA Holdings Inc. has not engaged in any operations or conducted any activities other than those incidental to its formation and to preparations for the Reorganization and this offering. It will have only nominal assets and no liabilities prior to the consummation of the Reorganization and this offering. Upon closing, its assets will include shares of Santander Consumer USA Inc., which will be its wholly owned subsidiary and operating company, and the cash proceeds of this offering. See “Reorganization.” Accordingly, this prospectus includes and the discussion below is based solely on the historical financial statements of Santander Consumer USA Inc.

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The following table presents our results of operations for the three and nine months ended September 30, 2013 and 2012:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2013			2012			2013			2012
	(Dollar amounts in thousands)
Interest and fees on finance receivables and loans	$	1,011,492		$	744,958		$	2,723,774		$	2,153,289
Leased vehicle income		50,099			—			60,129			—
Other finance and interest income		1,029			2,950			5,870			9,423
Total finance and other interest income		1,062,620			747,908			2,789,773			2,162,712
Interest expense		120,589			98,774			291,062			293,238
Leased vehicle expense		41,485			—			48,513			—
Net interest margin		900,546			649,134			2,450,198			1,869,474
Provision for loan losses		598,201			185,875			1,223,805			660,202
Net interest margin after provision for loan losses		302,345			463,259			1,226,393			1,209,272
Profit sharing		27,238			—			34,802			—
Net interest margin after provision for loan losses and profit sharing		275,107			463,259			1,191,591			1,209,272
Total other income		78,340			74,291			208,878			238,890
Total costs and expenses		176,140			183,730			496,312			464,192
Income before income taxes		177,307			353,820			904,157			983,970
Income tax expense		65,486			141,261			322,413			372,266
Net income		111,821			212,559			581,744			611,704
Noncontrolling interests		(576	)		(44,092	)		1,821			(15,858	)
Net income attributable to Santander
Consumer USA Inc shareholders	$	111,245		$	168,467		$	583,565		$	595,846
Net income	$	111,821		$	212,559		$	581,744		$	611,704
Change in unrealized gains (losses) on cash flow hedges, net of tax		986			1,330			5,821			3,718
Change in unrealized gains (losses) on investments available for sale, net of tax		(629	)		(569	)		(3,252	)		(3,273	)
Other comprehensive income, net		357			761			2,569			445
Comprehensive income		112,178			213,320			584,313			612,149
Comprehensive (income) loss attributable to noncontrolling interests		(624	)		(44,359	)		953			(17,369	)
Comprehensive income attributable to
Santander Consumer USA Inc. shareholders	$	111,554		$	168,961		$	585,266		$	594,780

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Three and Nine Months Ended September 30, 2013 Compared to Three and Nine Months Ended September 30, 2012

Interest and Fees on Finance Receivables and Loans

	Three Months Ended										Nine Months Ended
	September 30,		September 30,		Increase (Decrease)						September 30,		September 30,		Increase (Decrease)
	2013		2012		Amount			Percent			2013		2012		Amount			Percent
	(Dollar amounts in thousands)										(Dollar amounts in thousands)
Income from individually acquired retail installment contracts	$	879,628	$	580,360	$	299,268			52	%	$	2,333,857	$	1,600,054	$	733,803			46	%
Income from purchased receivables portfolios		87,237		161,753		(74,516	)		(46	%)		327,712		545,819		(218,107	)		(40	%)
Income from receivables from dealers		2,180		2,845		(665	)		(23	%)		4,915		7,416		(2,501	)		(34	%)
Income from unsecured consumer loans		42,447		—		42,447						57,290		—		57,290
Total interest and fees on finance receivables and loans	$	1,011,492	$	744,958	$	266,534			36	%	$	2,723,774	$	2,153,289	$	570,485			26	%

Income from individually acquired retail installment contracts increased $299 million, or 52%, from the third quarter of 2012 to the third quarter of 2013, and $734 million, or 46%, from the nine months ended September 30, 2012 to the nine months ended September 30, 2013, slightly less than the growth in the average outstanding balance of our portfolio of these contracts by 56% and 49%, respectively, due to the larger proportion of lower-yielding prime assets in our portfolio in 2013.

Income from purchased receivables portfolios decreased $75 million, or 46%, from the third quarter of 2012 to the third quarter of 2013, and $218 million, or 40%, from the nine months ended September 30, 2012 to the nine months ended September 30, 2013, due to the continued runoff of the portfolios, as we have made no significant portfolio acquisitions since 2011. The average balance of the portfolios decreased from $5.7 billion and $6.8 billion, respectively, for the three and nine months ended September 30, 2012, to $2.7 billion and $3.3 billion, respectively, for the three and nine months ended September 30, 2013. The impact of the decrease in portfolio size was partially offset by increased accretion income due to improved performance on certain acquired pools.

Income from receivables from dealers decreased from prior year, despite the origination of Chrysler Capital dealer loans for the first time in 2013, due to the higher proportion in 2013 of collateralized loans, which bear a lower interest rate.

Income from unsecured consumer loans includes interest and fees earned on our unsecured revolving and term consumer loans, all of which were acquired in 2013. It also includes accretion of discount on our unsecured revolving consumer loans.

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Leased Vehicle Income and Expense

	Three Months Ended				Nine Months Ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
	(Dollar amounts in thousands)
Leased vehicle income	$	50,099	$	—	$	60,129	$	—
Leased vehicle expense		41,485		—		48,513		—
	$	8,614	$	—	$	11,616	$	—

The Company began originating vehicle leases in 2013 due to the Chrysler Capital agreement. Leased vehicle revenue includes customer payments and the accretion of manufacturer incentive payments and discounts, net of amortization of initial direct costs incurred in connection with origination of the leases and amortization of dealer participation. Leased vehicle expense includes depreciation of the leased vehicle and gains and losses on sale of vehicle upon lease termination.

Interest Expense

	Three Months Ended										Nine Months Ended
	September 30,		September 30,			Increase (Decrease)					September 30,		September 30,		Increase (Decrease)
	2013		2012			Amount		Percent			2013		2012		Amount			Percent
	(Dollar amounts in thousands)										(Dollar amounts in thousands)
Interest expense on notes payable	$	104,156	$	83,172		$	20,984		25	%	$	268,466	$	236,225	$	32,241			14	%
Interest expense on derivatives		16,433		15,759			674		4	%		22,596		56,002		(33,406	)		(60	%)
Other interest expense		—		(157	)		157		(100	%)		—		1,011		(1,011	)		(100	%)
Total interest expense	$	120,589	$	98,774		$	21,815		22	%	$	291,062	$	293,238	$	(2,176	)		(1	%)

Interest expense on notes payable increased $21 million, or 25%, from the third quarter of 2012 to the third quarter of 2013, and $32 million, or 14%, from the nine months ended September 30, 2012 to the nine months ended September 30, 2013, less than the growth in average debt outstanding of 36% and 20%, due to the more favorable interest rates on our most recent secured structured financings.

Interest expense on derivatives decreased $33 million, or 60%, from the nine months ended September 30, 2012 to the nine months ended September 30, 2013, primarily due to the $16 million positive impact of mark-to-market adjustments on trading derivatives in the 2013 year-to-date period as compared to the $1 million negative impact in the 2012 year-to-date period, as interest rates moved more favorably on our positions. We also incurred approximately $16 million less interest expense on our derivatives, despite an increasing notional balance outstanding, due to the more favorable interest rate environment.

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Provision for Loan Losses

	Three Months Ended										Nine Months Ended
	September 30,		September 30,			Increase (Decrease)					September 30,		September 30,			Increase (Decrease)
	2013		2012			Amount		Percent			2013		2012			Amount		Percent
	(Dollar amounts in thousands)										(Dollar amounts in thousands)
Provision for loan losses on individually acquired retail installment contracts	$	447,565	$	243,698		$	203,867		84	%	$	1,074,487	$	683,000		$	391,487		57	%
Incremental increase (decrease) in allowance related to purchased receivable portfolios		93,718		(57,823	)		151,541		(262	%)		51,654		(22,798	)		74,452		(327	%)
Provision for loan losses on receivables from dealers		103		—			103					1,593		—			1,593
Provision for loan losses on unsecured consumer loans		56,815		—			56,815					96,071		—			96,071
Provision for loan losses	$	598,201	$	185,875		$	412,326		222	%	$	1,223,805	$	660,202		$	563,603		85	%

Provision for loan losses on our individually acquired retail installment contracts increased $204 million, or 84%, from the third quarter of 2012 to the third quarter of 2013, driven by faster portfolio growth. Provision for loan losses on our individually acquired retail installment contracts increased $391 million, or 57%, from the nine months ended September 30, 2012 to the nine months ended September 30, 2013, driven by faster portfolio growth. Our portfolio of individually acquired retail installment contracts grew by 14% and 47% for the three and nine months ended September 30, 2013, respectively, up from 9% and 32% for the three and nine months ended September 30, 2012, respectively, due to the higher current year origination volume, primarily driven by Chrysler Capital business. Our net charge off rate increased from prior year due to increased competition having made it more difficult for lenders, including us, to price for incremental risk.

The allowance on purchased receivables changed from a credit for the three and nine months ended September 30, 2012, to an expense for the three and nine months ended September 30, 2013, due to worsening performance in the current year as compared to overall improving performance in 2012.

We began recording provision on other loans and receivables in 2013 due to our entry into the Chrysler dealer loan business and the unsecured lending business.

Profit Sharing

	Three Months Ended				Nine Months Ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
	(Dollar amounts in thousands)
Profit sharing	$	27,238	$	—	$	34,802	$	—

Profit sharing includes revenue sharing payments due to Chrysler Group based on a portion of net interest income on consumer loans and leased vehicle income originated under the Chrysler Capital business since May 1, 2013. Payments are accrued as incurred and paid quarterly in arrears, beginning in July 2013. Profit sharing also includes profit sharing payments due to the originator and servicer of the Company’s unsecured revolving loan portfolio. Payments are accrued as incurred and paid monthly in arrears, beginning in June 2013.

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Other Income

	Three Months Ended										Nine Months Ended
	September 30, 2013		September 30, 2012		Increase (Decrease)						September 30, 2013		September 30, 2012		Increase (Decrease)
					Amount			Percent							Amount			Percent
	(Dollar amounts in thousands)										(Dollar amounts in thousands)
Gain on sale of loans	$	7,678	$	—	$	7,678					$	8,950	$	—	$	8,950
Servicing fee income		7,384		7,979		(595	)		(7	%)		21,010		26,843		(5,833	)		(22	%)
Fees, commissions and other		63,278		66,312		(3,034	)		(5	%)		178,918		212,047		(33,129	)		(16	%)
Total other income	$	78,340	$	74,291	$	4,049			5	%	$	208,878	$	238,890	$	(30,012	)		(13	%)
Average serviced for others portfolio	$	2,576,706	$	2,814,864	($	238,158	)		(8	%)	$	2,616,868	$	3,102,469	$	(485,601	)		(16	%)

Gain on sale of loans is primarily comprised of the gains on sales of loans to Bank of America under terms of a forward flow agreement. The Company sold $739 million and $897 million, respectively, of loans to Bank of America for the three and nine months ended September 30, 2013. Gain on sale of loans also includes an approximately $1 million gain on the non-recurring sale of approximately $205 million in dealer floorplan loans to SBNA in August 2013.

We record servicing fee income on loans that we service but do not own and do not report on our balance sheet. Servicing fee income for the three and nine months ended September 30, 2013 decreased 7% and 22%, respectively, as compared to the corresponding prior year periods, consistent with the decline in our average third-party serviced portfolio. Our serviced for others portfolios continued to run off as we entered into no new servicing contracts during 2012 and the new servicing contracts entered into in 2013 with Bank of America and SBNA did not begin to have volume until June and August, respectively.

Fees, commissions, and other decreased $3 million, or 5%, from the third quarter of 2012 to the third quarter of 2013, and $33 million, or 16%, from the nine months ended September 30, 2012 to the nine months ended September 30, 2013, despite the increase in total owned and serviced portfolio size. The decreases were driven by a decline in deficiency income (proceeds on loans that were charged off prior to our acquiring them) from $25 million and $83 million for the three and nine months ended September 30, 2012 to $7 million and $37 million for the three and nine months ended September 30, 2013.

Costs and Expenses

	Three Months Ended										Nine Months Ended
	September 30, 2013		September 30, 2012		Increase (Decrease)						September 30, 2013		September 30, 2012		Increase (Decrease)
					Amount			Percent							Amount			Percent
	(Dollar amounts in thousands)										(Dollar amounts in thousands)
Salary and benefits expense	$	79,293	$	55,402	$	23,891			43	%	$	217,172	$	164,701	$	52,471			32	%
Servicing and repossession expense		36,091		27,956		8,135			29	%		103,231		101,329		1,902			2	%
Other operating costs		60,756		100,372		(39,616	)		(39	%)		175,909		198,162		(22,253	)		(11	%)
Total costs and expenses	$	176,140	$	183,730	$	(7,590	)		(4	%)	$	496,312	$	464,192	$	32,120			7	%

Total costs and expenses declined slightly from the third quarter of 2012 to the third quarter of 2013, and increased 7% from the nine months ended September 30, 2012 to the nine months ended September 30, 2013, as

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the increases in headcount and incentive compensation and servicing and repossession expense driven by growth in our portfolio were offset by the impact of nonrecurring indemnification payments to two of the investors in Auto Finance Holdings in relation to tax payments resulting from their investments in the ALAs. Indemnification expense, all of which was recorded in the third quarter of 2012 and was based on actual and expected payments, totaled $49 million, substantially all of which was subsequently reversed in the fourth quarter of 2012 upon the investors’ declaration of worthlessness of their investments in the ALAs. Even excluding the impact of this nonrecurring item, our efficiency ratio improved from prior year as revenues from the new lines of business exceeded the increase in costs.

Income Tax Expense

	Three Months Ended												Nine Months Ended
	September 30, 2013			September 30, 2012			Increase (Decrease)						September 30, 2013			September 30, 2012			Increase (Decrease)
							Amount			Percent									Amount			Percent
	(Dollar amounts in thousands)												(Dollar amounts in thousands)
Income tax expense	$	65,486		$	141,261		$	(75,775	)		(54	%)	$	322,413		$	372,266		$	(49,853	)		(13	%)
Income before income taxes		177,307			353,820			(176,513	)		(50	%)		904,157			983,970			(79,813	)		(8	%)
Effective tax rate		36.9	%		39.9	%								35.7	%		37.8	%

Our effective tax rate decreased from 39.9% and 37.8% for the three and nine months ended September 30, 2012 to 36.9% and 35.7% for the three and nine months ended September 30, 2013, primarily due to partial releases in 2013 of a valuation allowance established in 2012 for capital loss carryforwards for which we did not have a plan to recognize offsetting capital gains, enabling recognition of the losses before their expiration in 2017. Deficiency balance sales in 2013 resulted in the realization for tax purposes of capital gains that partially offset the capital losses carried forward from the prior year.

Other Comprehensive Income (Loss)

	Three Months Ended												Nine Months Ended
	September 30, 2013			September 30, 2012			Increase (Decrease)						September 30, 2013			September 30, 2012			Increase (Decrease)
							Amount			Percent									Amount		Percent
	(Dollar amounts in thousands)												(Dollar amounts in thousands)
Change in unrealized gains (losses) on cash flow hedges, net of tax	$	986		$	1,330		$	(344	)		(26	%)	$	5,821		$	3,718		$	2,103		57	%
Change in unrealized gains (losses) on investments available for sale, net of tax		(629	)		(569	)		(60	)		11	%		(3,252	)		(3,273	)		21		(1	%)
Other comprehensive income (loss), net		357		$	761		$	(404	)		(53	%)	$	2,569		$	445		$	2,124		477	%

The positive changes in unrealized gain (loss) on cash flow hedges for the three and nine months ended September 30, 2013 and 2012 were driven by the maturity of hedges and the resulting recognition in income of losses previously accumulated in other comprehensive income (loss).

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Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Finance and Other Interest Income

	Year Ended				Increase (Decrease)
	December 31, 2012		December 31, 2011		Amount			Percent
	(Dollar amounts in thousands)
Income from individually acquired retail installment contracts	$	2,223,833	$	1,695,538	$	528,295			31	%
Income from purchased receivables portfolios		704,770		870,257		(165,487	)		(19	%)
Other financing income		19,899		28,718		(8,819	)		(31	%)
Total finance and other interest income	$	2,948,502	$	2,594,513	$	353,989			14	%

Income from individually acquired retail installment contracts increased by $528 million, or 31%, driven by the 37% increase in the average outstanding balance of our portfolio of individually acquired loans (from $8.8 billion in 2011 to $12.1 billion in 2012). This increase was in turn driven by strong origination volume, as originations increased from $5.7 billion in 2011 to $8.6 billion in 2012.

Income from purchased receivables portfolios decreased $165 million, or 19%, as a result of the 13% decrease in the average outstanding balance of our purchased receivables portfolios, from $7.3 billion in 2011 to $6.3 billion in 2012. This decrease was driven by the runoff of the purchased pools, most of which were purchased prior to 2011, with the exception of two pools totaling $3.8 billion that were previously serviced for a third party but were consolidated beginning in December 2011.

Other financing income includes income from receivables from dealers and interest on our available-for-sale investments. We had no unsecured consumer loans in 2012 or 2011.

Interest Expense

	Year Ended				Increase (Decrease)
	December 31, 2012		December 31, 2011		Amount			Percent
	(Dollar amounts in thousands)
Interest expense on notes payable	$	311,132	$	289,513	$	21,619			7	%
Interest expense on derivatives		61,644		122,257		(60,613	)		(50	%)
Other interest expense		1,251		6,756		(5,505	)		(81	%)
Total interest expense	$	374,027	$	418,526	$	(44,499	)		(11	%)

Interest expense on notes payable increased 7.5%, due to the 7.7% increase in average debt outstanding.

Interest expense on derivatives decreased $60.6 million, primarily due to the $8.3 million positive impact of mark-to-market adjustments on trading derivatives in 2012 versus the $37.0 million negative impact of mark-to-market adjustments on these derivatives in 2011, as interest rates moved more favorably on our positions in 2012 versus 2011. We also incurred approximately $15.3 million less interest expense on our derivatives in 2012, despite maintaining a consistent notional balance outstanding, due to the more favorable interest rate environment.

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Provision for Loan Losses

	Year Ended				Increase (Decrease)
	December 31, 2012		December 31, 2011		Amount			Percent
	(Dollar amounts in thousands)
Provision for loan losses on individually acquired retail installment contracts	$	1,119,074	$	741,559	$	377,515			51	%
Incremental increase in allowance related to purchased receivables portfolios		3,378		77,662		(74,284	)		(96	%)
Provision for loan losses on retail installment contracts	$	1,122,452	$	819,221	$	303,231			37	%

Total provision for loan losses on our individually acquired loans increased $378 million, or 51%, primarily as a result of the 37% increase in the average balance of our organic loan portfolio. We also increased loan loss reserve coverage from 9.9% at December 31, 2011 to 11.0% at December 31, 2012 as we observed an increase in the average time period between the first sign of events that may result in delinquency and actual charge off.

The allowance on purchased receivables increased $3.4 million in 2012 as compared to $77.7 million in 2011 due to the run off of the portfolios and overall less deterioration in performance.

We did not record a provision for loan losses on receivables from dealers in 2012 or 2011 due to the immateriality of projected losses. We had no unsecured consumer loans in 2012 or 2011.

Other Income

	Year Ended				Increase (Decrease)
	December 31, 2012		December 31, 2011		Amount			Percent
	(Dollar amounts in thousands)
Servicing fee income	$	34,135	$	251,394	$	(217,259	)		(86	%)
Fees, commissions, and other		261,554		201,135		60,419			30	%
Total other income	$	295,689	$	452,529	$	(156,840	)		(35	%)
Average serviced for others portfolio	$	2,973,711	$	7,833,390	$	(4,859,679	)		(62	%)

Servicing fee income decreased $217 million, or 86%, as compared to prior year, primarily reflecting the 62% decline in our average third-party serviced portfolio. In December 2011, the results of two LLCs formed to purchase two retail installment contract portfolios totaling $3.8 billion previously serviced by us under a third-party agreement were consolidated in our financial statements. As a result, we now earn finance and other income from this portfolio instead of servicing fee income. This portfolio had a higher average servicing fee than the remaining serviced portfolios due to servicer incentive payments earned, resulting in a larger percentage decline in servicing fee income than in average assets serviced. We remain the servicer of the portfolio but do not report the servicing fee as income as it is eliminated against servicing fee expense in consolidation. Serviced portfolios continue to run off and we entered into no new servicing contracts.

Fees, commissions, and other increased $60.4 million, or 30%, primarily attributable to higher customer fees on our owned portfolio, as well as a $15.0 million increase in income from purchased deficiencies.

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Costs and Expenses

	Year Ended				Increase (Decrease)
	December 31, 2012		December 31, 2011		Amount			Percent
	(Dollar amounts in thousands)
Salary and benefits expense	$	225,159	$	213,688	$	11,471			5	%
Servicing and repossession expense		136,554		155,857		(19,303	)		(12	%)
Other operating expenses		197,450		187,538		9,912			5	%
Total costs and expenses	$	559,163	$	557,083	$	2,080			0	%

Total costs and expenses remained flat to prior year, totaling $559 million in 2012 compared to $557 million in 2011. Salary and benefits expense growth reflects an increase in headcount and incentive compensation year-over-year to support our originations growth. Servicing and repossession expenses decreased due to lower repossession costs during 2012. Other operating expenses increased, reflecting additional investment in IT infrastructure. Our efficiency ratio decreased from 21.2% in 2011 to 19.5% in 2012, primarily due to the lower servicing expenses in 2012 as our cost structure permits us to increase our serviced portfolio without a directly corresponding increase in cost.

Income Tax Expense

	Year Ended						Increase (Decrease)
	December 31, 2012			December 31, 2011			Amount			Percent
	(Dollar amounts in thousands)
Income tax expense	$	453,615		$	464,034		$	(10,419	)		(2	%)
Income before income taxes		1,188,549			1,252,212			(63,663	)		(5	%)
Effective tax rate		38.2	%		37.1	%

Our effective tax rate increased from 37.1% for the year ended December 31, 2011 to 38.2% for the year ended December 31, 2012, primarily driven by a $22.4 million valuation allowance established in 2012 for capital loss carryforwards for which we did not have a plan to recognize offsetting capital gains enabling recognition of the losses before their expiration in 2017.

Other Comprehensive Income

	Year Ended						Increase (Decrease)
	December 31, 2012			December 31, 2011			Amount		Percent
	(Dollar amounts in thousands)
Change in unrealized gains (losses) on cash flow hedges, net of tax	$	7,271		$	(5,677	)	$	12,948		(228	%)
Change in unrealized gains (losses) on investments available for sale, net of tax		(4,939	)		(6,340	)		1,401		(22	%)
Other comprehensive income (loss), net	$	2,332		$	(12,017	)	$	14,349		(119	%)

Unrealized gains (losses) on cash flow hedges are affected by interest rate movements. The positive change in unrealized gains (losses) on cash flow hedges in 2012 as compared to the negative change in 2011 was driven by more favorable interest rate movements on our cash flow hedges, consistent with the trend in mark-to-market impact we experienced on our trading hedges as described in “— Interest Expense.”

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The negative change in unrealized gains (losses) on investments available for sale in 2012 and 2011 represents the decline in gross unrealized gains on our investments in securitization bonds issued by an automobile retail company as the bonds are amortized. Additionally, the market price at December 31, 2012 was lower than the price at December 31, 2011. The bonds maintained a market price above par value throughout 2012 and 2011.

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Finance and Other Interest Income

	Year Ended				Increase (Decrease)
	December 31, 2011		December 31, 2010		Amount			Percent
	(Dollar amounts in thousands)
Income from individually acquired retail installment contracts	$	1,695,538	$	1,308,728	$	386,810			30	%
Income from purchased receivables portfolios		870,257		734,634		135,623			18	%
Other financing income		28,718		33,216		(4,498	)		(14	%)
Total finance and other interest income	$	2,594,513	$	2,076,578	$	517,935			25	%

Income from individually acquired retail installment contracts increased $387 million, or 30%, driven by the 33% increase in the average outstanding balance of our portfolio of individually acquired loans (from $6.6 billion in 2010 to $8.8 billion in 2011).

Income from purchased receivables portfolios increased $136 million, or 19%, driven by an increase in average earning assets due to our several large portfolio purchases in the second half of 2010. The average balance of purchased receivables for the years ended 2011 and 2010 was $7.3 billion and $5.0 billion, respectively. Portfolios purchased during 2010 reflect a full year of income in 2011 as compared to a partial year in 2010. In addition, during the fourth quarter of 2011, we consolidated two pools totaling $3.8 billion that previously had been serviced for a third party.

Other financing income includes income from receivables from dealers and interest on our available-for-sale investments. We had no unsecured consumer loans in 2011 or 2010.

Interest Expense

	Year Ended				Increase (Decrease)
	December 31, 2011		December 31, 2010		Amount			Percent
	(Dollar amounts in thousands)
Interest expense on notes payable	$	289,513	$	208,166	$	81,347			39	%
Interest expense on derivatives		122,257		98,295		23,962			24	%
Other interest expense		6,756		10,025		(3,269	)		(33	%)
Total interest expense	$	418,526	$	316,486	$	102,040			32	%

Interest expense on notes payable increased 39% due to the 36% increase in average debt outstanding.

Interest expense on derivatives increased $24.0 million, primarily due to the disqualification of certain of our interest rate swap agreements from hedge accounting effective in 2011, in addition to our entry during 2011 into new hedges for which we did not apply hedge accounting and which declined in value during the year, resulting in negative mark-to-market adjustments recorded through earnings.

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Provision for Loan Losses

	Year Ended				Increase (Decrease)
	December 31, 2011		December 31, 2010		Amount			Percent
	(Dollar amounts in thousands)
Provision for loan losses on individually acquired retail installment contracts	$	741,559	$	750,625	$	(9,066	)		(1	%)
Incremental increase in allowance related to purchased receivables portfolios		77,662		137,600		(59,938	)		(44	%)
Provision for loan losses on retail installment contracts	$	819,221	$	888,225	$	(69,004	)		(8	%)

Total provision for loan losses decreased from 2010 to 2011, primarily due to a lower provision related to purchased receivables portfolios. The higher impairment charges in 2010 were due to the actual and expected performance of certain portfolios worsening more in 2010 than in 2011.

We did not record a provision for loan losses on receivables from dealers in 2011 or 2010 due to the immateriality of projected losses. We had no unsecured consumer loans in 2011 and 2010.

Other Income

	Year Ended				Increase (Decrease)
	December 31, 2011		December 31, 2010		Amount		Percent
	(Dollar amounts in thousands)
Servicing fee income	$	251,394	$	173,882	$	77,512		45	%
Fees, commissions, and other		201,135		75,146		125,989		168	%
Total other income	$	452,529	$	249,028	$	203,501		82	%
Average serviced for others portfolio	$	7,833,390	$	6,480,801	$	1,352,589		21	%

Servicing fee income increased $77.5 million, or 45%, as compared to prior year, driven by the 21% increase in our average third-party serviced portfolio and the recording in 2011 of a full year of income from two large serviced portfolios that we began servicing in September 2010 and that had higher average servicing fees than our other serviced portfolios as a result of servicer incentive payments earned. In December 2011, two LLCs formed to purchase these portfolios were consolidated into our financial statements.

Fees, commissions, and other increased $126 million, including a $79 million increase in income from purchased deficiency balances as the result of our purchase of several large deficiency portfolios and a $53 million increase in customer fees related to the 39% increase in average loan portfolio balance.

Costs and Expenses

	Year Ended				Increase (Decrease)
	December 31, 2011		December 31, 2010		Amount		Percent
	(Dollar amounts in thousands)
Salary and benefits expense	$	213,688	$	151,528	$	62,160		41	%
Servicing and repossession expense		155,857		98,275		57,582		59	%
Other operating expenses		187,538		155,037		32,501		21	%
Total costs and expenses	$	557,083	$	404,840	$	152,243		38	%

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Total costs and expenses increased $152 million year-over-year. Salary and benefits expense reflects an increase in headcount and overtime expenses related to two major purchased receivables portfolio acquisitions. Servicing and repossession expenses increased due to greater owned assets driven by the purchased portfolio acquisitions as well as organic growth. Other operating expenses increased, reflecting additional investment in IT infrastructure and overall cost increases to support the growth of the portfolio. These combined factors drove an increase in our efficiency ratio from 20.2% in 2010 to 21.2% in 2011.

Income Tax Expense

	Year Ended						Increase (Decrease)
	December 31, 2011			December 31, 2010			Amount		Percent
	(Dollar amounts in thousands)
Income tax expense	$	464,034		$	277,944		$	186,090		67	%
Income before income taxes		1,252,212			716,055			536,157		75	%
Effective tax rate		37.1	%		38.8	%

Income tax expense increased $186.1 million as a result of increased income in 2012. Our effective tax rate decreased from 38.8% in 2010 to 37.1% in 2011, primarily due to higher expense related to reserves for unrecognized tax benefits in 2010.

Other Comprehensive Income

	Year Ended					Increase (Decrease)
	December 31, 2011			December 31, 2010		Amount			Percent
	(Dollar amounts in thousands)
Change in unrealized gains (losses) on cash flow hedges, net of tax	$	(5,677	)	$	7,958	$	(13,635	)		(171	%)
Change in unrealized gains (losses) on investments available for sale, net of tax		(6,340	)		4,233		(10,573	)		(250	%)
Other comprehensive income (loss), net	$	(12,017	)	$	12,191	$	(24,208	)		(199	%)

The negative change in unrealized gains (losses) on cash flow hedges in 2011 as compared to the positive change in 2010 was due to unfavorable interest rate movements on our cash flow hedges, consistent with the negative mark-to-market impact we experienced on our trading hedges as described in “— Interest Expense.” The negative change in unrealized gains (losses) on investments available for sale was due to the amortization of bonds issued by an automobile retail company in 2011 as compared to a positive change in 2010, despite the amortization, due to interest rate movements. The bonds maintained a market price above par value throughout 2011 and 2010.

Credit Quality

Loans and Other Finance Receivables

Nonprime loans decreased from 86% of our held for investment retail installment contract portfolio as of December 31, 2012 to 83% of our portfolio as of September 30, 2013. We record an allowance for loan losses to cover expected losses on our individually acquired retail installment contracts and other loans and receivables. For retail installment contracts we acquired in pools subsequent to their origination, we anticipate the expected

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credit losses at purchase and record income thereafter based on the expected effective yield, recording a provision for loan losses only if performance is worse than expected at purchase.

	September 30, 2013
	Retail Installment Contracts Held for Investment
	Loans Acquired Individually			Purchased Receivable Portfolios			Total			Receivables from Dealers			Unsecured Consumer Loans
	(Dollar amounts in thousands)
Unpaid principal balance	$	20,897,405		$	2,409,538		$	23,306,943		$	178,518		$	715,602
Loan loss allowance		(1,987,950	)		(270,294	)		(2,258,244	)		(1,593	)		(95,250	)
Discount		(527,254	)		(136,869	)		(664,123	)		—			(50,853	)
Capitalized origination costs		33,977			—			33,977			—			282
Net carrying balance	$	18,416,178		$	2,002,375		$	20,418,553		$	176,925		$	569,781
Allowance and discount as a percentage of unpaid principal balance		12	%		17	%		13	%		1	%		20	%

	December 31, 2012
	Retail Installment Contracts Held for Investment
	Loans Acquired Individually			Purchased Receivable Portfolios			Total			Receivables from Dealers
	(Dollar amounts in thousands)
Unpaid principal balance	$	14,186,712		$	4,406,891		$	18,593,603		$	61,894
Loan loss allowance		(1,555,362	)		(218,640	)		(1,774,002	)		—
Discount		(348,571	)		(293,097	)		(641,668	)		—
Capitalized origination costs		25,993			—			25,993			—
Net carrying balance	$	12,308,772		$	3,895,154		$	16,203,926		$	61,894
Allowance and discount as a percentage of unpaid principal balance		13	%		12	%		13	%		0	%

	December 31, 2011
	Retail Installment Contracts Held for Investment
	Loans Acquired Individually			Purchased Receivable Portfolios			Total			Receivables from Dealers
	(Dollar amounts in thousands)
Unpaid principal balance	$	10,007,312		$	8,613,488		$	18,620,800		$	134,138
Loan loss allowance		(993,213	)		(215,262	)		(1,208,475	)		—
Discount		(439,217	)		(415,701	)		(854,918	)		—
Capitalized origination costs		24,158			—			24,158			—
Net carrying balance	$	8,599,040		$	7,982,525		$	16,581,565		$	134,138
Allowance and discount as a percentage of unpaid principal balance		14	%		7	%		11	%		0	%

Delinquency

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Delinquencies may vary from period to period based upon the average age or seasoning of the portfolio, seasonality within the calendar year, and economic factors. Historically, our delinquencies have been highest in the period from November through January due to consumers’ holiday spending.

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The following is a summary of retail installment contracts held for investment that are (i) 31-60 days delinquent and (ii) more than 60 days delinquent but not yet in repossession:

	September 30, 2013										December 31, 2012
	Retail Installment Contracts Held for Investment					Unsecured Consumer Loans					Retail Installment Contracts Held for Investment
	Dollars (in thousands)		Percent			Dollars (in thousands)		Percent			Dollars (in thousands)		Percent
Principal 31-60 days past due	$	1,898,845		8.1	%	$	18,825		2.6	%	$	1,824,955		9.8	%
Delinquent principal over 60 days		945,766		4.1	%		24,120		3.4	%		865,917		4.7	%
Total delinquent contracts	$	2,844,611		12.2	%	$	42,945		6.0	%	$	2,690,872		14.5	%

All of our receivables from dealers and all of our retail installment contracts held for sale were current as of September 30, 2013.

Credit Loss Experience

The following is a summary of our net losses and repossession activity on our retail installment contracts for the three and nine months ended September 30, 2013 and 2012 and the years ended December 31, 2012, 2011, and 2010.

	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2013			2012			2012			2011			2010
	(Dollar amounts in thousands)
Principal outstanding at period end	$	23,306,943		$	18,531,519		$	18,593,603		$	18,620,800		$	16,613,774
Average principal outstanding during the period	$	20,506,168		$	18,325,898		$	18,391,523		$	16,113,117		$	11,609,958
Number of receivables outstanding at period end		1,652,837			1,580,810			1,548,944			1,683,628			1,334,298
Average number of receivables outstanding during the period		1,580,233			1,618,617			1,605,211			1,333,231			843,292
Number of repossessions (1)		125,930			130,304			175,665			144,299			116,100
Number of repossessions as a percent of average number of receivables		10.63	%		10.73	%		10.94	%		10.82	%		13.77	%
Net losses	$	729,504		$	710,002		$	1,008,454		$	1,025,133		$	709,367
Net losses as a percent of average principal amount outstanding (2)		4.74	%		5.17	%		5.48	%		6.36	%		6.11	%

(1) Repossessions are net of redemptions. The number of repossessions includes repossessions from the outstanding portfolio and from accounts already charged off.

(2) The percentages for the nine months ended September 30, 2013 and 2012 are annualized and are not necessarily indicative of a full year’s actual results.

Because all of our unsecured consumer loans were newly originated during 2013, there have been less than $1.0 million in chargeoffs in this portfolio as of September 30, 2013. We have had no charge offs on our receivables from dealers.

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Deferrals and Troubled Debt Restructurings

In accordance with our policies and guidelines, we, at times, offer payment deferrals to borrowers on our retail installment contracts, whereby the consumer is allowed to move up to three delinquent payments to the end of the loan. Our policies and guidelines limit the number and frequency of deferrals that may be granted to one every six months and eight over the life of a loan. Additionally, we generally limit the granting of deferrals on new accounts until a requisite number of payments has been received. During the deferral period, we continue to accrue and collect interest on the loan in accordance with the terms of the deferral agreement.

At the time a deferral is granted, all delinquent amounts may be deferred or paid, resulting in the classification of the loan as current and therefore not considered a delinquent account. Thereafter, such account is aged based on the timely payment of future installments in the same manner as any other account.

The following is a summary of deferrals on our retail installment contracts held for investment as of the dates indicated:

	September 30, 2013				December 31, 2012				December 31, 2011
	(Dollar amounts in thousands)
Never deferred	$	17,987,970	77.2	%	$	13,133,195	70.6	%	$	12,593,162	67.6	%
Deferred once		2,585,152	11.1	%		2,665,768	14.3	%		3,376,506	18.1	%
Deferred twice		1,372,943	5.9	%		1,506,115	8.1	%		1,789,918	9.6	%
Deferred 3-4 times		1,304,659	5.6	%		1,255,805	6.8	%		848,128	4.6	%
Deferred greater than 4 times		56,219	0.2	%		32,720	0.2	%		13,086	0.1	%
Total	$	23,306,943			$	18,593,603			$	18,620,800

We evaluate the results of our deferral strategies based upon the amount of cash installments that are collected on accounts after they have been deferred versus the extent to which the collateral underlying the deferred accounts has depreciated over the same period of time. Based on this evaluation, we believe that payment deferrals granted according to our policies and guidelines are an effective portfolio management technique and result in higher ultimate cash collections from the portfolio.

Changes in deferral levels do not have a direct impact on the ultimate amount of consumer finance receivables charged off by us. However, the timing of a charge-off may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged off, historical charge-off ratios, loss confirmation periods, and cash flow forecasts for loans classified as troubled debt restructurings (“TDRs”) used in the determination of the adequacy of our allowance for loan losses are also impacted. Increased use of deferrals may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the portfolio and therefore increase the allowance for loan losses and related provision for loan losses. Changes in these ratios and periods are considered in determining the appropriate level of allowance for loan losses and related provision for loan losses.

If a customer’s financial difficulty is not temporary, we may agree, or be required by a bankruptcy court, to grant a modification involving one or a combination of the following: a reduction in interest rate, a reduction in loan principal balance, or an extension of the maturity date. The servicer also may grant concessions on our unsecured consumer loans in the form of principal or interest rate reductions or payment plans. The following is

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a summary of the principal balance as of September 30, 2013 and December 31, 2012 of loans that have received these modifications and concessions:

	September 30, 2013				December 31, 2012
	Retail Installment Contracts		Unsecured Consumer Loans		Retail Installment Contracts
	(Dollar amounts in thousands)
Temporary reduction of monthly payment	$	999,691	$	—	$	895,557
Bankruptcy-related accounts		127,967		1,143		138,257
Extension of maturity date		107,707		—		38,520
Interest rate reduction		74,736		3,380		36,045
Other		51,372		—		69,750
Total modified loans	$	1,361,473	$	4,523	$	1,178,129

As a result of our adoption on January 1, 2012 of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring (“ASU 2011-12”), which clarified the FASB’s guidance on a creditor’s evaluation of whether it has granted a concession and of whether the borrower is experiencing financial difficulty, management changed its definition of TDRs to include all individually acquired retail installment contracts that have been modified at least once or deferred at least twice or for a period of 90 days or more. Additionally, management believes that releases of liability in a bankruptcy proceeding represent TDRs. Our purchased receivables portfolios are excluded from the scope of the applicable guidance.

In 2011 and 2010, we classified only certain loans that had been modified as TDRs, excluding certain other modifications and all deferrals. The disclosures of unpaid principal balance, recorded investment, number of contracts, and subsequent defaults as of and for the years ended December 31, 2011 and 2010, have not been retrospectively adjusted. Because our standard loan loss provision methodology results in an allowance not significantly different from the amount required for TDRs, the adoption of ASU 2011-02 did not have a material impact on the provision for credit losses or the allowance for loan losses.

A summary of our recorded investment in TDRs as of the dates indicated is as follows:

	September 30, 2013						December 31, 2012
	Retail Installment Contracts			Unsecured Consumer Loans			Retail Installment Contracts
	(Dollar amounts in thousands)
Total TDR principal	$	2,371,581		$	4,136		$	1,483,080
Accrued interest		64,289			387			43,813
Discount		(59,836	)		(375	)		(36,440	)
Origination costs		3,856			2			2,717
Outstanding recorded investment		2,379,890			4,150			1,493,170
Allowance for loan losses		(469,311	)		(1,396	)		(251,187	)
Outstanding recorded investment, net of allowance	$	1,910,579		$	2,754		$	1,241,983

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A summary of the principal balance on our performing and non-performing TDRs as of the dates indicated is as follows:

	September 30, 2013				December 31, 2012
	Retail Installment Contracts		Unsecured Consumer Loans		Retail Installment Contracts
	(Dollar amounts in thousands)
Current	$	1,554,056	$	3,343	$	860,385
31-60 days past due		499,206		345		383,255
Greater than 60 days past due (non-performing)		318,319		448		239,440
Total TDRs	$	2,371,581	$	4,136	$	1,483,080

As of September 30, 2013 and December 31, 2012, we did not have any dealer loans classified as TDRs and had not granted deferrals or modifications on any of these loans.

Liquidity and Capital Resources

We require a significant amount of liquidity to originate and acquire loans and leases and to service debt. We fund our operations primarily through securitization in the ABS market and committed credit lines from third-party banks and Santander. In addition, we utilize large flow agreements. We seek to issue debt that appropriately matches the cash flows of the assets that we originate. We have over $2 billion of stockholders’ equity that supports our access to the securitization markets, credit facilities, and flow agreements.

In the second quarter of 2013, launches of our Chrysler Capital brand and our unsecured lending program drove a significant increase in origination volume to a company-record quarterly production of approximately $5.7 billion for the second quarter, followed by originations totaling approximately $6.7 billion for the third quarter. We are executing more frequent securitization transactions, as well as continuing to add additional credit facilities and flow agreements, to fund the increased origination volume from our Chrysler Capital and unsecured lending business.

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As of September 30, 2013, our revolving credit facilities consisted of the following:

	September 30, 2013
	(Dollar amounts in thousands)
	Maturity Date(s)	Utilized Balance		Committed Amount		Effective Rate			Assets Pledged		Restricted Cash Pledged
Warehouse line	June 2014	$	252,138	$	500,000		1.07	%	$	382,864	$	—
Warehouse line	Various(a)		—		1,210,260		3.77	%		—		—
Warehouse line (b)	April 2015		1,059,700		4,550,000		1.48	%		1,217,403		26,713
Warehouse line	June 2015		1,541,570		2,000,000		0.93	%		1,895,659		39,674
Warehouse line	July 2015		302,486		500,000		0.94	%		371,892		8,223
Warehouse line (c)	September 2015		57,800		200,000		3.25	%		66,418		240
Repurchase facility (d)	Various(c)		898,832		898,832		1.62	%		—		—
Total facilities with third parties (e)			4,112,526		9,859,092					3,934,236		74,850
Lines of credit with Santander and related subsidiaries (f):
Line of credit (g)	December 2015		500,000		500,000		2.48	%		16,299		—
Line of credit (g)	December 2017		—		500,000		3.10	%		—		—
Line of credit	December 2015		1,750,000		1,750,000		2.05	%		1,570		—
Line of credit	December 2017		1,045,000		1,750,000		2.55	%		124,608		—
Total facilities with Santander and related subsidiaries			3,295,000		4,500,000					142,477		—
Total revolving credit facilities		$	7,407,526	$	14,359,092				$	4,076,713	$	74,850

(a) One-fourth of any outstanding balance on this facility would mature in each of the following months: March 2014, November 2014, March 2015, and November 2015

(b) This line is held exclusively for Chrysler Capital retail loan and lease financing, with lease financing comprising no more than 50% of the outstanding balance upon advance.

(c) This line is held exclusively for unsecured consumer term loans.

(d) The repurchase facility is collateralized by securitization bonds and residuals retained by the Company. No portion of this facility is unsecured. This facility has rolling 30-day and 90-day maturities.

(e) On November 25, 2013, we entered into a $175 million credit facility with a third party to finance residuals retained in our securitizations. On December 19, 2013, we entered into a $750 million credit facility with a third party to finance vehicle retail installment contracts.

(f) As of September 30, 2013, $754,927 of the outstanding balances on credit facilities were unsecured.

(g) These lines are also collateralized by securitization notes payable and residuals retained by the Company

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Our secured structured financings primarily consist of public, SEC-registered securitizations. We also execute private securitizations under Rule 144A of the Securities Act and privately issue amortizing notes. As of September 30, 2013, our secured structured financings consisted of the following:

	September 30, 2013
	(Dollar amounts in thousands)
	Original Estimated Maturity Date(s)	Balance		Initial Note Amounts Issued		Initial Weighted Average Interest Rate	Collateral		Restricted Cash
2010 Securitizations	October 2016 — November 2017	$	771,599	$	4,671,749	1.04%-1.44%	$	1,361,897	$	213,458
2011 Securitizations	October 2015 — September 2017		1,477,673		5,605,609	1.21%-2.80%		1,628,140		188,297
2012 Securitizations	November 2017 — December 2018		4,623,776		8,023,840	0.92%-1.68%		5,656,807		402,113
2013 Securitizations (a)	January 2019 — January 2021		4,532,017		5,228,770	0.89%-1.59%		5,270,014		270,475
Public securitizations			11,405,065		23,529,968			13,916,858		1,074,343
2010 Private issuance	June 2011		240,385		516,000	1.29%		397,553		9,141
2011 Private issuances (b)	December 2018		987,297		4,856,525	1.46%-1.80%		1,697,858		122,767
2012 Private issuance	May 2016		39,740		70,308	1.07%		46,047		3,635
2013 Private issuances (c)	September 2018 — September 2020		2,603,384		2,693,754	1.13%-1.38%		2,547,754		69,925
Privately issued amortizing notes			3,870,806		8,136,587			4,689,212		205,468
Total secured structured financings		$	15,275,871	$	31,666,555		$	18,606,070	$	1,279,811

(a) On November 20, 2013, we issued $1.5 billion in notes in a public securitization.

(b) On November 27, 2013, we executed clean-up calls on two of our 2011 private issuances. On December 4, 2013, we advanced an additional $70,304 on a third.

(c) One of these issuances is secured by leased vehicles. This issuance had initial notes issued of $507,028 and a balance of $499,624 as of September 30, 2013. On October 31, 2013, we advanced an additional $492,921 on this structured facility.

In addition to our credit facilities and secured structured financings, we have flow agreements in place with Bank of America and SBNA.

Credit Facilities

Third-party Revolving Credit Facilities

Warehouse Lines

Warehouse lines are used to fund new originations. Each line specifies the required collateral characteristics, collateral concentrations, credit enhancement, and advance rates. Our warehouse lines generally are backed by auto retail installment contracts and, in the case of the Chrysler Capital dedicated facility described below, leases. These credit lines generally have one- or two-year commitments, staggered maturities and floating interest rates. We maintain daily funding forecasts for originations, acquisitions, and other large outflows such as tax payments in order to balance the desire to minimize funding costs with our liquidity needs.

Our warehouse lines generally have net spread, delinquency, and net loss ratio limits. Generally, these limits are calculated based on the portfolio collateralizing the respective line; however, for one of our warehouse lines, delinquency and net loss ratios are calculated with respect to our serviced portfolio as a whole. Failure to meet any of these covenants could trigger increased overcollateralization requirements or, in the case of limits calculated with respect to the specific portfolio underlying certain credit lines, result in an event of default under these agreements. If an event of default occurs under one of these agreements, the lenders could elect to declare all amounts outstanding under the impacted agreement to be immediately due and payable, enforce their interests against collateral pledged under the agreement, restrict our ability to obtain additional borrowings under the agreement, and/or remove us as servicer. None of our warehouse lines currently have any ratios above their

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limits, and we have never had a warehouse line terminated due to failure to comply with any ratio or a failure to meet any covenant. A default under one of these agreements can be enforced only with respect to the impacted warehouse line.

In order to comply with the Chrysler Agreement’s requirement that SCUSA maintain at least $4.5 billion of financing reserved for the exclusive use of providing short-term liquidity needs to support Chrysler retail financing, we entered into a credit facility on April 29, 2013 with seven banks providing an aggregate commitment of $4.55 billion. The facility has an initial term of two years and can be used for both loan and lease financing (with lease financing comprising no more than 50% of the outstanding balance upon advance). The facility requires reduced advance rates in the event of delinquency, net loss, or residual loss ratios exceeding specified thresholds.

Repurchase Facility

We also obtain financing through an investment management agreement whereby we pledge retained subordinate bonds on our own securitizations as collateral for repurchase agreements with various borrowers and at renewable terms ranging from 30 to 90 days. These repurchase agreements provide an aggregate commitment of approximately $1 billion.

Our equity interests in certain of our subsidiaries have been pledged as collateral under certain of our revolving credit facilities.

Santander Credit Facilities

Santander historically has provided, and continues to provide our business with significant funding support in the form of committed credit facilities. Through its New York branch, Santander provides us with $4.5 billion of long-term committed revolving credit facilities (the “Santander Credit Facilities”).

The Santander Credit Facilities are structured as three and five year floating rate facilities, with current maturity dates of December 31, 2015 and 2017. Santander has the option to allow us to continue to renew the term of these facilities annually going forward, thereby maintaining the three and five year maturities. These facilities currently permit unsecured borrowing but generally are collateralized by retail installment contracts and retained residuals. Any secured balances outstanding under the Santander Credit Facilities at the time of the facilities’ maturity will amortize to match the maturities and expected cash flows of the corresponding collateral.

There was an average outstanding balance of approximately $2.4 billion, $1.2 billion, and $3.0 billion under the Santander Credit Facilities during the nine months ended September 30, 2013 and the years ended December 31, 2012 and 2011, respectively. The maximum outstanding balance during each period was $4.3 billion, $2.2 billion, and $4.9 billion, respectively.

Santander also has provided a $500 million letter of credit facility with a maturity date of December 31, 2014 that we can use as credit enhancement to support increased borrowings on certain third-party credit facilities. We have not used this facility since December 2012. Santander also serves as the counterparty for many of our derivative financial instruments.

Secured Structured Financings

We obtain long-term funding for our receivables through securitization in the ABS market. ABS provides an attractive source of funding due to the cost efficiency of the market, a large and deep investor base, and tenors that appropriately match the cash flows of the debt to the cash flows of the underlying assets. The term structure of a securitization locks in fixed rate funding for the life of the underlying fixed rate assets, and the matching amortization of the assets and liabilities provides committed funding for the collateralized loans throughout their terms. Because of prevailing market rates, we did not issue ABS transactions in 2008 and 2009, but we began

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issuing ABS again in 2010. We were the largest issuer of retail auto ABS in 2011, 2012, and 2013. Since 2010, SCUSA has issued over $25 billion in retail auto ABS.

We execute each securitization transaction by selling receivables to securitization trusts (“Trusts”) that issue ABS to investors. In order to attain specified credit ratings for each class of bonds, these securitization transactions have credit enhancement requirements in the form of subordination, restricted cash accounts, excess cash flow, and overcollateralization, whereby more receivables are transferred to the Trusts than the amount of ABS issued by the Trusts.

Excess cash flows result from the difference between the finance and interest income received from the obligors on the receivables and the interest paid to the ABS investors, net of credit losses and expenses. Initially, excess cash flows generated by the Trusts are used to pay down outstanding debt in the Trusts, increasing over collateralization until the targeted percentage level of assets has been reached. Once the targeted percentage level of overcollateralization is reached and maintained, excess cash flows generated by the Trusts are released to us as distributions from the Trusts. We also receive monthly servicing fees as servicer for the Trusts. Our securitizations each require an increase in credit enhancement levels if Cumulative Net Losses, as defined in the documents underlying each ABS transaction, exceed a specified percentage of the pool balance. None of our securitizations have Cumulative Net Loss percentages above their limits.

Our securitization transactions utilize bankruptcy-remote special purpose entities which are also VIEs that meet the requirements to be consolidated in our financial statements. Following a securitization, the finance receivables and the notes payable related to the securitized retail installment contracts remain on the consolidated balance sheets. We recognize finance and interest income as well as fee income on the collateralized retail installment contracts and interest expense on the ABS issued. We also record a provision for loan losses to cover probable loan losses on the retail installment contracts. While these Trusts are included in our consolidated financial statements, these Trusts are separate legal entities; thus, the finance receivables and other assets sold to these Trusts are legally owned by these Trusts, are available to satisfy the notes payable related to the securitized retail installment contracts, and are not available to our creditors or our other subsidiaries.

We completed eight securitizations in 2013 and currently have 28 securitizations outstanding in the market with a cumulative ABS balance of over $12 billion. Our securitizations generally have several classes of notes, with principal paid sequentially based on seniority and any excess spread distributed to the residual holder. We generally retain the lowest bond class and the residual. We use the proceeds from securitization transactions to repay borrowings outstanding under our credit facilities, originate and acquire new loans and leases, and for general corporate purposes. We generally exercise clean-up call options on our securitizations when the collateralization pool balance reaches 10% of its original balance.

We also periodically privately issue amortizing notes, in transactions that are structured similarly to our public and Rule 144A securitizations but are issued to banks and conduits. Historically, all of these private issuances have been collateralized by vehicle retail installment contracts and loans; however, in the third quarter of 2013, we executed our first private issuance backed by vehicle leases. This issuance had an initial balance of $507 million, with an additional $493 million issued upon execution of an amendment on October 31, 2013.

Flow Agreements

In order to manage our balance sheet and provide funding for our recent significant increase in volume of originations, we are actively seeking to enter into flow agreements under which we will sell, or otherwise source to third parties, loans on a periodic basis. These loans will not be on our balance sheet but may provide a gain on sale and will provide a stable stream of servicing fee income.

On June 13, 2013, we entered into a forward flow agreement with Bank of America whereby we are committed to sell a contractually determined amount of eligible loans to Bank of America on a monthly basis.

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The amount sold monthly may vary depending on the amount and credit quality of eligible current month originations and prior month sales. On September 26, 2013, we amended this flow agreement to replace the maximum annual sale amounts with a monthly limit of $300 million and to extend the term of the agreement from December 31, 2015 to May 31, 2018, such that the total maximum committed sales, $17 billion, remains the same. For loans sold, we retain the servicing rights at contractually agreed upon rates. We also will receive or pay a servicer performance payment if net credit losses on the sold loans are lower or higher, respectively, than expected net credit losses at the time of sale. These servicer performance payments are limited to a percentage of principal balance sold or expected losses at time of sale and are not expected to be significant to our total servicing compensation from the forward flow agreement. As of September 30, 2013, the Company had sold approximately $897 million of loans under this agreement.

On June 28, 2013, we entered into a flow agreement with SBNA whereby we provide the bank with the first right to review and assess dealer lending opportunities and, if the bank elects, to provide the proposed financing. We provide servicing on all loans originated under this arrangement. We also will receive or pay a servicer performance payment if yields, net of credit losses, on the loans are higher or lower, respectively, than expected at origination. As of September 30, 2013, approximately $17 million of loans had been originated under this agreement. Servicer performance payments earned for the year-to-date period ended September 30, 2013 were immaterial.

Off-Balance Sheet Financing

On October 24 and November 12, 2013, we executed our first two Chrysler Capital-branded securitizations, both of which were executed under Rule 144A of the Securities Act. Because all of the notes and residual interests in these securitizations were issued to third parties, we recorded these transactions as true sales of the $640 million and $451 million, respectively, of retail installment contracts securitized, and removed these sold assets from our consolidated balance sheets.

As of September 30, 2013, substantially all of the dealer floorplan loans originated under Chrysler Capital were held by our affiliate, SBNA, under the terms of either of two agreements, a flow agreement entered into in June 2013 and a sale agreement entered into in August 2013. In November 2013, we entered into an additional sale agreement to sell substantially all of the non-floorplan dealer loans to SBNA.

Cash Flow Comparison

We have produced positive net cash from operating activities every year since 2003. Our investing activities primarily consist of originations and acquisitions of retail installment contracts. Our financing activities primarily consist of borrowing, repayments of debt, and payment of dividends.

	For the Nine Months Ended September 30,						For the Year Ended December 31,
	2013			2012			2012			2011			2010
	(Dollar amounts in thousands)
Net cash provided by operating activities	$	1,381,799		$	1,035,173		$	1,442,592		$	1,555,596		$	1,159,613
Net cash provided by (used in) investing activities	$	(7,595,568	)	$	153,351		$	(64,632	)	$	(3,563,965	)	$	(7,078,789	)
Net cash provided by (used in) financing activities	$	6,170,233		$	(1,240,638	)	$	(1,361,482	)	$	2,003,777		$	5,943,247

Cash Provided by Operating Activities

For the nine months ended September 30, 2013, net cash provided by operating activities of $1.4 billion consisted of net income of $582 million, adjustments for non-cash items of $1.0 billion, and net proceeds from sales of loans of $1.1 billion, partially offset by net purchases of loans held for sale of $1.2 billion and changes in working capital of $146 million. Adjustments for non-cash items consisted primarily of $1.2 billion in provision for credit losses and $43 million in deferred tax expense, partially offset by $231 million in accretion of discount, net of depreciation and amortization of capitalized origination costs.

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For the nine months ended September 30, 2012, net cash provided by operating activities of $1.0 billion consisted of net income of $612 million and adjustments for non-cash items of $538 million, partially offset by changes in working capital of $115 million. Adjustments for non-cash items consisted primarily of $660 million in provision for credit losses and $45 million of depreciation and amortization, partially offset by $67 million in accretion of discount and capitalized origination costs and $101 million in deferred tax benefit.

For the year ended December 31, 2012, net cash provided by operating activities of $1.43 billion consisted of net income of $735 million and adjustments for non-cash items of $832 million, partially offset by a change in working capital of $125 million. Adjustments for non-cash items consisted primarily of $1.12 billion in provision of credit losses and $187 million for depreciation and amortization, partially offset by $273 million in accretion of discount and capitalized origination costs and $196 million in deferred tax benefit.

For the year ended December 31, 2011, net cash provided by operating activities of $1.56 billion consisted of net income of $788 million and adjustments for non-cash items of $877 million, partially offset by change in working capital of $110 million. Adjustments for non-cash items consisted primarily of $819 million in provision of credit losses and $258 million for depreciation and amortization, partially offset by $237 million in accretion of discount and capitalized origination costs. Cash used for changes in working capital and other activities was primarily impacted by $191 million in federal income tax and other taxes partially offset by a $72 million decrease in other assets.

For the year ended December 31, 2010, net cash provided by operating activities of $1 billion consisted of net income of $438 million, adjustments for non-cash items of $476 million, and changes in working capital of $245 million. Adjustments for non-cash items consisted primarily of $888 million in provision of credit losses and $124 million for depreciation and amortization, partially offset by $277 million in accretion of discount and capitalized origination costs and $260 million in deferred tax benefit. Cash provided by changes in working capital and other activities was primarily impacted by $204 million in federal income tax and other taxes.

Cash Provided by (Used in) Investing Activities

For the nine months ended September 30, 2013, net cash used in investing activities of $7.6 billion primarily consisted of $14.3 billion in loan and lease originations and net balance increases on revolving lines, net of $7.1 billion in collections. Net cash used in investing activities also includes the $150 million upfront fee paid to Chrysler and a $322 million increase in restricted cash.

For the nine months ended September 30, 2012, net cash provided by investing activities of $153 million primarily consisted of a net $409 million decrease in restricted cash, offset by $314 million in loan originations and purchases less collections. The increase in restricted cash was due to the $1.16 billion influx of previously restricted cash that was used to pay down Santander lines of credit, partially offset by other builds of restricted cash during the period.

For the year ended December 31, 2012, net cash used in investing activities of $64 million primarily consisted of $589 million used for retail installment contract originations and acquisitions, net of collections on retail installment contracts, partially offset by changes in restricted cash of $379 million. In addition, net collections on available-for-sale securities and receivables from lenders totaled $159 million.

For the year ended December 31, 2011, net cash used in investing activities of $3.56 billion was primarily impacted by the purchases of and collections on retail installment contracts. Purchases of retail installment contract portfolios during the year were $3.65 billion. Excluding the purchase of these receivables portfolios, net cash inflow on retail installment contracts was $1.21 billion. In addition, restricted cash increased due to $1.16 billion received for the sale of common stock in connection with the Equity Transaction. This cash was used to pay down Santander lines of credit in early 2012.

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For the year ended December 31, 2010, net cash used in investing activities of $7.08 billion was primarily impacted by the purchases of and collections on retail installment contracts. We purchased retail installment contract portfolios during the year of $7.81 billion. Excluding the purchase of these receivables portfolios, net cash inflow on retail installment contracts was $416 million.

Cash Provided by (Used in) Financing Activities

For the nine months ended September 30, 2013, net cash provided by financing activities of $6.2 billion was driven by net advances of $4.0 billion on credit facilities, in addition to net proceeds on new secured structured financings exceeding payments on secured structured financings by $2.4 billion, partially offset by a $290 million dividend.

For the nine months ended September 30, 2012, net cash used in financing activities of $1.2 billion consisted of the net pay down on borrowings of $766 million and $475 million paid in dividends during the period.

During the year ended December 31, 2012, net cash used in financing activities of $1.36 billion resulted from payments on notes payable exceeding proceeds by $540 million, in addition to $735 million in dividends.

During the year ended December 31, 2011, net cash provided by financing activities of $2.00 billion resulted from proceeds in notes payable exceeding payments by $1.82 billion, in addition to the $1.16 billion cash infusion in December 2011 from the Equity Transaction, partially offset by $865 million in dividends.

During the year ended December 31, 2010, net cash provided by financing activities of $5.94 billion resulted from proceeds in notes payable exceeding payments by $6.07 billion.

Contingencies and Off-Balance Sheet Arrangements

Litigation

On September 13, 2013, Ally Financial Inc. filed suit against us in the United States District Court for the Eastern District of Michigan in a matter pending as Case No. 13-CV-13929, alleging copyright infringement and misappropriation of trade secrets and confidential information in connection with our launch of Chrysler Capital and, in particular, our offering of floorplan lines of credit to Chrysler dealerships. We consider the allegations to be without merit and intend to vigorously defend the case.

Periodically, we are party to or otherwise involved in other legal proceedings arising in the normal course of business. We have recorded no material reserves for any cases and do not believe that there are any proceedings threatened or pending that would have a material adverse effect on us if determined adversely.

Lending Arrangements

We are obligated to make purchase price holdback payments to a third-party originator of loans that we purchase on a periodic basis, when losses are lower than originally expected.

We have extended revolving lines of credit to certain auto dealers. Under this arrangement, we are committed to lend up to each dealer’s established credit limit.

In March 2013, we entered into certain agreements with LendingClub under which we have the option to purchase up to 25% of LendingClub’s total originations for a term of three years. In July 2013, we entered into certain additional agreements with LendingClub under which we are committed to purchase at least the lesser of $30 million per month or 75% of the lending platform company’s near-prime originations through July 2015, and the lesser of $30 million per month or 50% of the lending platform company’s near-prime originations thereafter through July 2017. This commitment can be reduced or cancelled with 90 days’ notice.

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In April 2013, we entered into certain agreements with Bluestem. The terms of the agreements include a commitment by us to purchase new advances originated by Bluestem, along with existing balances on accounts with new advances, for an initial term ending in April 2020. Each customer account generated under the agreements generally is approved with a credit limit higher than the amount of the initial purchase, with each subsequent purchase automatically approved as long as it does not cause the account to exceed its limit and the customer is in good standing. As these credit lines do not have a specified maturity, but rather can be terminated at any time in the event of adverse credit changes or lack of use, we have not recorded a reserve for unfunded commitments. We are required to make a monthly profit-sharing payment to Bluestem.

Flow Agreements

In June 2013, we entered into a forward flow agreement that, as amended in September 2013, commits us to sell up to $300 million per month of prime loans to Bank of America. For loans sold, we retain the servicing rights at contractually agreed upon rates. We also will receive or pay a servicer performance payment if net credit losses on the sold loans are lower or higher, respectively, than expected net credit losses at the time of sale.

In June 2013, we entered into a flow agreement with SBNA whereby we provide SBNA with the first right to review and assess Chrysler dealer lending opportunities and, if SBNA elects, SBNA will provide the proposed financing. We provide servicing on all loans originated under this arrangement. We also will receive or pay a servicer performance payment if yields, net of credit losses, on the loans are higher or lower, respectively, than expected at origination.

Credit Enhancement Arrangements

In connection with the sale of retail installment contracts to securitization trusts, we have made standard representations and warranties customary to the consumer finance industry. Violations of these representations and warranties may require us to repurchase loans previously sold. As of September 30, 2013, we had no repurchase requests outstanding.

We have a letter of credit facility in the amount of $500 million from Santander with a maturity date of December 31, 2014 that we can use as credit enhancement to support increased borrowings on certain third-party credit facilities. We have not used this letter of credit facility since December 2012.

Chrysler-related Contingencies

Throughout the ten-year term of our agreement with Chrysler, we are obligated to make quarterly payments to Chrysler representing a percentage of gross profits earned from a portion of the Chrysler Capital consumer loan and lease platform. We also are obligated to make quarterly payments to Chrysler sharing residual gains on leases in quarters in which we experience lease terminations with gains over a specified percentage threshold.

Contractual Obligations

We lease our headquarters in Dallas, Texas, our servicing centers in Texas and Colorado, and an operations facility in California under non-cancelable operating leases that expire at various dates through 2026. We rent printers and postage machines under capital leases that expire in 2014.

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The following table summarizes our contractual obligations as of December 31, 2012 (in thousands):

	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	(Dollar amounts in thousands)
Operating lease obligations	$	4,420	$	8,411	$	5,716	$	—	$	18,547
Capital lease obligations		473		69		—		—		542
Notes payable —
revolving credit facilities		1,109,966		2,264,700		—		—		3,374,666
Notes payable —
secured structural financings		715,461		4,009,722		5,489,171		2,668,832		12,883,186
Contractual interest on notes payable		291,609		523,632		309,333		40,700		1,165,274
	$	2,121,929	$	6,806,534	$	5,804,220	$	2,709,532	$	17,442,215

The above table does not include operating lease obligations related to the lease we entered into on October 21, 2013. Future minimum lease payments for the twelve-year term of the lease total approximately $83.6 million.

The above table also does not include purchase commitments under the agreement with a third party retailer we entered into in April 2013, under terms of which we are committed to purchase certain new advances of unsecured revolving financings originated by the retailer, along with existing balances on accounts with new advances, for an initial term ending in April 2020. In connection with this agreement, as of September 30, 2013, we had elected to exercise our option to purchase certain existing balances on accounts without new advances, thereby committing to purchase approximately $90 million of loans on or about October 4, 2013, a commitment we fulfilled in a timely manner.

The above table also does not include purchase commitments under the agreement with a peer-to-peer unsecured lender we entered into in July 2013, under terms of which we are committed to purchase the lesser of $30 million per month or 75% of the lender’s near-prime originations through July 2015, and the lesser of $30 million per month or 50% of the lender’s near-prime originations thereafter through July 2017. This commitment can be reduced or cancelled with 90 days’ notice.

Market Risk

We assume various types of risk in the normal course of business. Management classifies risk exposures into six risk categories: (1) strategic, including reputational, (2) credit, (3) market, (4) liquidity, (5) capital, and (6) non prudential risk including operations, technology, compliance, human resources, accounting and model risks.

We continuously enhance our risk management capabilities with additional processes, tools and systems designed to not only provide management with deeper insight into our various risks and assess our tolerance for risk, but also enhance our ability to mitigate these risks with the proper control infrastructure, ensure mitigation actions are effective in modifying or reducing the risk profile and the appropriate return is received for the risks taken.

The Board Enterprise Risk Committee (“BERC”) has been established by the Board of Directors (the Board) and charged with responsibility for establishing the governance over the risk management process, providing oversight in managing the aggregate risk position and reporting on the comprehensive portfolio of risk categories and the potential impact these risks can have on our risk profile. The BERC is principally composed of the executive management team representing the different risk areas and business units who are appointed by the Chief Executive Officer.

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The BERC meets quarterly and is chartered to assist the Board in promoting the best interests of the Company by overseeing policies, procedures and risk practices relating to enterprise-wide risk and compliance with regulatory guidance. Members of the BERC are selected such that the committee comprises individuals whose experiences and qualifications can lead to broad and informed views on risk matters facing us and the financial services industry, including, but not limited to, risk matters that address credit, market, liquidity, operational, compliance, legal and other general business conditions. A comprehensive risk report is submitted to the BERC each quarter providing management’s view of our risk position provided by the Chief Compliance and Risk Officer.

In addition to the BERC, the CEO delegates risk responsibility to management committees. These committees are: Executive Operations Committee (EOC), Asset Liability Committee (ALCO), Finance & Treasury Committee, Pricing and Credit Risk Oversight Committee (PCROC), the Legal & Compliance Committee (L&C) and the Model Risk Committee. The Chief Compliance and Risk Officer participates in each of these committees.

In response to the evolving regulatory requirements for consumer finance, in 2012, we established the position of Chief Compliance Officer, later expanded to Chief Compliance and Risk Officer, to place emphasis on SCUSA’s commitment to manage regulatory in a comprehensive compliance management program and overall risk in an enterprise risk program.

Interest Rate Risk

A change from the current low interest rate environment, a flat or inverted yield curve, and changes in prevailing interest rates can have an adverse impact on our business. Loans and leases originated or otherwise acquired by us and pledged to secure borrowings under our revolving credit facilities bear fixed interest rates and finance charges. Our gross interest rate spread, which is the difference between the income we earn through the interest and finance charges on our finance receivables and lease contracts and the interest we pay on our funding, is affected by changes in interest rates as a result of our dependence on the incurrence of variable rate debt. We are exposed to variable rate funding through our borrowings under our revolving credit facilities.

The variable rates on the borrowings under our revolving credit facilities are indexed to LIBOR or commercial paper rates and fluctuate periodically based on movements in those indexes. We sometimes use interest rate swap agreements to convert the variable rate exposures on these borrowings to a fixed rate, thereby mitigating our interest rate exposure. Interest rate swap agreements purchased by us do not impact the contractual cash flows to be paid to the creditor. The counterparty for most of our interest rate swaps is Santander or one of its affiliates. As of September 30, 2013, the notional value of our hedges with Santander and affiliates was approximately $6.0 billion.

In our public and Rule 144A securitization transactions, we transfer fixed rate to trusts that, in turn, issue fixed rate securities to investors. The interest rate demanded by investors in our securitization transactions and other secured financings depends on the general interest rate environment and prevailing interest rate spreads for securitizations. We are able to obtain attractive interest rate spreads on our securitizations due to among other factors: (i) the credit quality of the receivables in the trusts; (ii) the historical credit performance of similar pools of our receivables; (iii) the significant expansion of our securitization investor base since 2010; (iv) the historical lack of defaults in auto ABS; (v) the structure of our securitizations (with first losses going to the equity residual retained by us); and (vi) our obtaining of ratings from at least two ratings agencies on each securitization.

We are, in certain circumstances, required to hedge our interest rate risk on our secured structured financings and the borrowings under our revolving credit facilities, and we use both interest rate swaps and interest rate caps to satisfy these requirements. We currently hold purchased interest rate caps and offsetting sold interest rate caps related to several of our secured structured financings and to our Chrysler retail financing facility. Although the interest rate caps are purchased by these financing facilities, cash outflows from the

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facilities ultimately impact our retained interests in the secured structured financings as cash expended by the facilities will decrease the ultimate amount of cash to be received by us. Therefore, when economically feasible, we may simultaneously sell a corresponding interest rate cap to offset the premium paid to purchase the interest rate cap. The fair values of our interest rate cap agreements purchased and sold net to an immaterial value in our financial statements and have an immaterial earnings impact comprised solely of their execution cost. The counterparty for certain of our interest rate caps and related options is an affiliate of Santander. As of September 30, 2013, the notional value of our caps and options with this affiliate was approximately $3.2 billion.

Our board of directors requires that we closely monitor and manage the amount of our interest rate risk exposure. We monitor our interest rate risk by conducting sensitivity analyses that include parallel shifts in prevailing interest rates. As of September 30, 2013, the impact of a hypothetical 100 basis point parallel increase in the interest rate curve on our net interest margin and our economic net worth was a decrease of $49.5 million and $78.3 million, respectively. We assess interest rate risk by monitoring the repricing gap by maturity date of our interest-bearing assets and liabilities to ensure appropriate duration matching. The following table provides information about maturities of our interest rate-sensitive financial instruments by expected maturity date as of September 30, 2013:

	1M			3M			6M			12 M			2 Y			3 Y			4 Y			5 Y			>5 Y
	(Dollar amounts in millions)
Assets		1,029			1,438			2,384			3,636			5,700			4,372			1,552			694			527
Liabilities		8,319			1,209			1,787			2,140			3,055			1,981			952			—			—
Net Swaps		5,934			(324	)		(495	)		(923	)		(1,739	)		(1,386	)		(708	)		(360	)		—
Repricing Gap		(1,356	)		(96	)		101			573			907			1,005			(107	)		334			527
Cumulative Gap		(1,356	)		(1,451	)		(1,350	)		(778	)		129			1,134			1,027			1,361			1,889

Finance receivables are estimated to be realized by us in future periods using discount rate, prepayment, and credit loss assumptions similar to our historical experience. Notional amounts on interest rate swap and cap agreements are based on contractual terms. Credit facilities and securitization notes payable amounts have been classified based on expected payoff.

The notional amounts of interest rate swap and cap agreements, which are used to calculate the contractual payments to be exchanged under the contracts, represent average amounts that will be outstanding for each of the years included in the table. Notional amounts do not represent amounts exchanged by parties and, thus, are not a measure of our exposure to loss through our use of these agreements.

Management monitors our interest rate hedging activities to ensure that the value of derivative financial instruments, their correlation to the contracts being hedged, and the amounts being hedged continue to provide effective protection against interest rate risk. However, there can be no assurance that our strategies will be effective in minimizing interest rate risk or that increases in interest rates will not have an adverse effect on our profitability.

Liquidity Risk

We view liquidity as integral to other key elements such as capital adequacy, asset quality and profitability. Because our debt is nearly entirely serviced by collections on consumer receivables, our primary liquidity risk relates to the ability to continue to grow our business through the funding of new originations. We have a robust liquidity policy in place to manage this risk.

Our liquidity policy also establishes the following guidelines:

• that we maintain at least four external credit providers (as of September 30, 2013, we had nine);

• that we rely on Santander and affiliates for no more than 30% of our funding (as of September 30, 2013, Santander and affiliates provided 14% of our funding);

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• that no more than 35% and 65% of our debt mature in the next six and twelve months, respectively (as of September 30, 2013, only 3% and 9%, respectively, of our debt is scheduled to mature in these timeframes);

• that we maintain unused capacity of at least $3.0 billion in excess of our expected peak usage over the following twelve months (as of September 30, 2013, we had twelve-month rolling unused capacity of approximately $4.8 billion); and

• that we maintain a minimum liquidity ratio, defined as our short-term assets divided by our short-term liabilities, of at least 70% over periods of one, three, six, and twelve months (as of September 30, 2013, our minimum liquidity ratio was at least 99% for each of these periods).

Our liquidity policy also requires that our Asset and Liability Committee monitor many indicators, both market-wide and company-specific, to determine if action may be necessary to maintain our liquidity position. These indicators include:

• delinquency and loss ratios on our securitizations;

• available commitments on our borrowing lines;

• Santander ratings, market capitalization, and commercial paper rate;

• spreads on U.S. and Spanish debt;

• swap rates; and

• the Manheim Used Vehicle Index.

We generally look for funding first from structured secured financings, second from third-party credit facilities, and last from Santander. We believe this strategy helps us avoid being overly reliant on Santander for funding. We also utilize financing structures whereby even if a credit facility is canceled, balances outstanding are not due and payable immediately but rather run off only as the underlying collateral amortizes. Additionally, we can reduce originations to significantly lower levels if necessary during times of limited liquidity.

Our liquidity management tools include daily and twelve-month rolling cash requirements forecasts, monthly funding usage and availability reports, daily sources and uses reporting, structural liquidity risk exercises, and the establishment of liquidity contingency plans. We also perform quarterly stress tests in which we forecast the impact of various negative scenarios (alone and in combination), including reduced credit availability, higher funding costs, lower advance rates, lower customer interest rates, dealer discount rates, and higher credit losses.

We are currently in the process of establishing a qualified like-kind exchange program in order to defer tax liability on gains on sale of vehicle assets at lease termination. If we do not meet the safe harbor requirements of IRS Revenue Procedure 2003-39, we may be subject to large, unexpected tax liabilities, thereby generating immediate liquidity needs. We believe that our compliance monitoring policies and procedures will be adequate to enable us to remain in compliance with the program requirements.

Credit Risk

The risk inherent in our loan and lease portfolios is driven by credit quality and is affected by borrower-specific and economy-wide factors such as changes in employment. We manage this risk through our underwriting and credit approval guidelines and servicing policies and practices, as well as geographic and manufacturer concentration limits.

Our automated originations process reflects a disciplined approach to credit risk management. Our robust historical data on both organically originated and acquired loans provides us with the ability to perform advanced

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loss forecasting. Each applicant is automatically assigned a proprietary loss forecasting score (“LFS”) using information such as FICO^®, debt-to-income ratio, loan-to-value ratio, and over 30 other predictive factors, placing the applicant in one of 100 pricing tiers. The pricing in each tier is continuously monitored and adjusted to reflect market and risk trends. In addition to our automated process, we maintain a team of underwriters for manual review, consideration of exceptions, and review of deal structures with dealers. We generally tighten our underwriting requirements in times of greater economic uncertainty (including during the recent financial crisis) to compete in the market at loss and approval rates acceptable for meeting our required returns. We have also adjusted our underwriting standards to meet the requirements of our contracts such as the Chrysler agreement. In both cases, we have accomplished this by adjusting our risk-based pricing, the material components of which include interest rate, down payment, and loan-to-value.

We monitor early payment defaults and other potential indicators of dealer or customer fraud, and use the monitoring results to identify dealers who will be subject to more extensive stipulations when presenting customer applications, as well as dealers with whom we will not do business at all.

As part of our plan for minimizing credit losses from our new dealer lending product line, we will conduct periodic inventories, generally without advance notice to the dealer, of the collateral for floorplan lines of credit we have extended. We also will reevaluate the creditworthiness of each dealer with an outstanding balance on at least an annual basis, and more often if events indicate a possible decline in creditworthiness.

See additional discussion of our servicing approach in “Business.”

Collateral Risk

Our lease portfolio presents an inherent risk that residual values recognized upon lease termination will be lower than those used to price the contracts at inception. Although we have elected not to purchase residual value insurance, our residual risk is somewhat mitigated by our residual risk-sharing agreement with Chrysler, as all of our leases are originated under terms of the Chrysler Agreement with Chrysler. We also utilize industry data, including the Automotive Lease Guide (“ALG”) benchmark for residual values, and employ a team of individuals experienced in forecasting residual values.

Similarly, lower used vehicle prices also reduce the amount we can recover when remarketing repossessed vehicles that serve as collateral underlying loans. We manage this risk through loan-to-value limits on originations, monitoring of new and used vehicle values using standard industry guides, and active, targeted management of the repossession process.

Legal and Compliance Risk

We must comply with the significant number of laws and regulations governing the consumer finance industry and, specifically, consumer protection. Compliance with applicable law is costly and can affect operating results. Compliance also requires a robust framework of governance and controls, which may create operational constraints.

To manage our legal and compliance risk, we maintain an extensive compliance, internal control, and monitoring framework, which includes the gathering of corporate control performance threshold indicators, Sarbanes-Oxley testing, monthly quality control tests, ongoing compliance monitoring with all applicable regulations, internal control documentation and review of processes, and internal audits. We also utilize internal and external legal counsel for expertise when needed. All associates upon new hire and annually receive comprehensive mandatory regulatory compliance training. In addition, the board of directors receives annual regulatory and compliance training. We use industry-leading call mining and other software solutions that assist us in analyzing potential breaches of regulatory requirements and customer service. Our call mining software analyzes all customer service calls, converting speech to text and mining for specific words and phrases that may

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indicate inappropriate comments by a representative. The software also detects escalated voice volume, enabling a supervisor to intervene if necessary. This tool enables us to effectively manage and identify training opportunities for associates, as well as track and resolve customer complaints through a robust quality assurance program. An example of another system control to mitigate compliance risk is that our customer dialing system has been programmed based on regulatory requirements to not permit dialing a customer phone number outside of permissible time periods or that already has been called the maximum number of times that day.

Operational and Technological Risk

We are exposed to loss that occurs in the process of carrying out our business activities. These relate to failures arising from inadequate or failed processes, failures in our people or systems, or from external events. Our operational risk management program encompasses risk event reporting, analysis, and remediation; key risk indicator monitoring; and risk profile self-assessments.

Foreign Exchange Risk

As we do not currently operate in foreign markets, substantially all of our vendors are based in the United States, and we have only one employee outside of the United States (an employee in Canada working to establish our presence in that country). As a result, we do not currently have material exposure to currency fluctuations.

Inflation Risk

The risk of inflation does not have a significant impact on our business.

Critical Accounting Policies and Significant Judgments and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the amount of revenue and costs and expenses during the reporting periods. Actual results could differ from those estimates and those differences may be material. The accounting estimates that we believe are the most critical to understanding and evaluating our reported financial results include the following:

Retail Installment Contracts

Retail installment contracts consist largely of nonprime automobile finance receivables, which are acquired individually from dealers at a nonrefundable discount from the contractual principal amount. Retail installment contracts also include receivables originated through a direct lending program and loan portfolios purchased from other lenders. Retail installment contracts acquired individually or originated directly are primarily classified as held-for-investment and carried at amortized cost, net of allowance for loan losses. Most of our retail installment contracts are pledged under warehouse lines of credit or securitization transactions. Retail installment contracts we do not have the intent and ability to hold for the foreseeable future or until maturity or payoff are classified as held for sale and carried at the lower of cost or market, as determined on an aggregate basis.

Interest is accrued when earned in accordance with the terms of the retail installment contract. The accrual of interest is discontinued and reversed once a retail installment contract becomes more than 60 days past due, and is resumed and reinstated if a delinquent account subsequently becomes 60 days or less past due. The amortization of discounts, subvention payments from manufacturers, and origination costs on retail installment contracts held for investment acquired individually or through a direct lending program are recognized as adjustments to the yield of the related contract using the effective interest method. We estimate future principal prepayments and defaults in the calculation of the constant effective yield.

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A portion of the discount received on contracts purchased from other lenders is attributable to the expectation that not all contractual cash flows will be received from the borrowers. These loans are accounted for in accordance with FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. The excess of the estimated undiscounted principal, interest, and other cash flows expected to be collected over the initial investment in the acquired loans, or accretable yield, is accreted to interest income over the expected life of the loans using the effective interest rate method. The nonaccretable difference, or excess of contractually required payments over the estimated cash flows expected to be collected, is not accreted into income.

Any deterioration in the performance of the purchased portfolios results in an incremental provision for loan losses. Improvements in performance of the purchased pools that significantly increase actual or expected cash flows result first in a reversal of previously recorded allowance for loan losses and then in a transfer of the excess from nonaccretable difference to accretable yield, which will be recorded as finance income over the remaining life of the receivables.

Unsecured Consumer Loans, net

Unsecured consumer loans, net, consist of both revolving and amortizing term finance receivables acquired individually under terms of the Company’s agreements with certain third parties who originate and continue to service the loans. Certain of the revolving receivables were acquired at a discount. Unsecured consumer loans are classified as held-for-investment and carried at amortized cost, net of allowance for loan losses.

Interest is accrued when earned in accordance with the terms of the contract. The accrual of interest on amortizing term receivables is discontinued and reversed once a receivable becomes past due more than 60 days, and is resumed and reinstated if a delinquent account subsequently becomes 60 days or less past due. The accrual of interest on revolving unsecured loans continues until the receivable becomes 180 days past due, at which point the principal amount and interest are charged off. The amortization of discounts is recognized straight-line over the estimated period over which the receivables are expected to be outstanding.

Receivables from Dealers

Receivables from dealers include floorplan loans provided to dealerships to finance new and used vehicles for their inventory. Receivables from dealers also include real estate loans and working capital revolving lines of credit. Interest on these loans is accrued when earned in accordance with the agreement with the dealer. Receivables from dealers we do not have the intent and ability to hold for the foreseeable future or until maturity or payoff are classified as held for sale and carried at the lower of cost or market, as determined on an aggregate basis.

Dealers with floorplan loans are permitted to deposit cash with the Company in exchange for a lower interest rate. This cash is commingled with the Company’s other cash and available for general use.

Provision for Loan Losses

Provisions for loan losses are charged to operations in amounts sufficient to maintain the loan loss allowance at a level considered adequate to cover probable credit losses inherent in the portfolio. Probable losses are estimated based on contractual delinquency status and historical loss experience, in addition to the Company’s judgment of estimates of the value of the underlying collateral, bankruptcy trends, economic conditions such as unemployment rates, changes in the used vehicle value index, delinquency status, historical collection rates and other information in order to make the necessary judgments as to probable loan losses.

Retail installment contracts acquired individually are charged off against the allowance in the month in which the account becomes 120 days contractually delinquent if we have not repossessed the related vehicle. We charge off accounts in repossession when the automobile is repossessed and legally available for disposition. A charge-off represents the difference between the estimated net sales proceeds and the amount of the delinquent

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contract. Accounts in repossession that have been charged off and are pending liquidation are removed from retail installment contracts and the related repossessed automobiles are included in repossessed vehicles and other assets in our consolidated balance sheets.

Term and revolving unsecured consumer loans are charged off against the allowance in the month in which the accounts become 120 and 180 days contractually delinquent, respectively.

In addition to maintaining a general allowance based on risk ratings, receivables from dealers are evaluated individually for impairment with specific reserves established for receivables determined to be individually impaired. Receivables from dealers are charged off against these reserves at management’s discretion based on the dealer’s individual facts and circumstances.

Leased Vehicles, net

Vehicles for which we are the lessor are classified as operating leases, as they do not meet the accounting requirements to be classified as a capital lease. The net capitalized cost of each lease is recorded as an asset and depreciated on a straight-line basis over the contractual term of the lease to the expected residual value. The expected residual value and, accordingly, the monthly depreciation expense may change throughout the term of the lease. We estimate expected residual values using independent data sources and internal statistical models that take into consideration economic conditions, current auction results, our remarketing abilities, and manufacturer vehicle and marketing programs.

Lease payments due from customers are recorded as income until and unless a customer becomes more than 60 days delinquent, at which time the accrual of revenue is discontinued and reversed. The accrual is resumed and reinstated if a delinquent account subsequently becomes 60 days or less past due. Subvention payments from the manufacturer, down payments from the customer, and initial direct costs incurred in connection with originating the lease are amortized on a straight-line basis over the contractual term of the lease. We periodically evaluate our investment in operating leases for impairment if circumstances, such as a general decline in used vehicle values, indicate that an impairment may exist.

Income Taxes

Income tax expense consists of income taxes currently payable and deferred income taxes computed using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The deferred tax asset is subject to reduction by a valuation allowance in certain circumstances. This valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax asset will not be realized based on a review of available evidence. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Periodic reviews of the carrying amount of deferred tax assets are made to determine if the establishment of a valuation allowance is necessary. If, based on the available evidence, it is more likely than not that all or a portion of our deferred tax assets will not be realized, a deferred tax valuation allowance is established. Consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. Factors considered in this evaluation include historical financial performance, expectation of future earnings of an appropriate character, the ability to carry back losses to recoup taxes previously paid, length of statutory carryforward periods, tax planning strategies, and timing of reversals of temporary differences. Significant judgment is required in assessing future earnings trends and the timing of reversals of temporary differences. The evaluation is based on current tax laws as well as expectations of future performance.

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BUSINESS

Overview

We are a full-service, technology-driven consumer finance company focused on vehicle finance and unsecured consumer lending products. Since our founding in 1995, we believe that we have achieved strong brand recognition in the nonprime vehicle finance space and have recently increased our presence in the prime space. We continually strive to build mutually beneficial relationships in the consumer finance industry that expand our franchise. For example, in February 2013, we entered into a ten-year agreement with Chrysler whereby in May we began originating private-label loans and leases under our Chrysler Capital brand to facilitate Chrysler vehicle retail sales to consumers and Chrysler-franchised automotive dealers. In addition, we have several relationships through which we provide unsecured consumer loans. We have developed sophisticated, proprietary software applications that leverage our knowledge of consumer behavior across the full credit spectrum. Our platforms allow us to effectively price and manage risk by origination channel and closely monitor our risk-adjusted margins and excess spread. As a result of our deep understanding of the market, we have consistently produced controlled growth and robust profitability in both economic expansions and downturns.

We believe our extensive data and advanced analytics tools enhance our proprietary loan origination, servicing and risk management platforms. We believe that these platforms are technologically sophisticated, readily expandable and easily adaptable to a diverse set of consumer finance products. We also believe that our scalable platforms will allow us to significantly expand our product offerings in both the vehicle finance and unsecured consumer lending markets to originate and service loans and leases at attractive costs. Led by our experienced and disciplined management team, we have significantly increased our origination volume and our portfolio over the past three years, demonstrating our ability to rapidly grow our asset base without having to significantly invest in new infrastructure or compromise our credit performance. Since 2008, our gross originations were over $37 billion as of September 30, 2013. In addition to originations, we have acquired and/or converted over $34 billion of assets to our lending platform since 2008.

Historically, we have originated loans primarily through franchised automotive dealers for manufacturers such as Chrysler, Ford, General Motors, and Toyota in conjunction with the sale of new and used vehicles to retail consumers. We currently have active relationships with over 14,000 such franchises and dealers throughout the United States. In February 2013, we entered into a ten-year agreement with Chrysler whereby we originate private-label loans and leases under the Chrysler Capital brand to facilitate Chrysler vehicle retail sales. We also originate loans and leases through selected independent automobile dealers, such as CarMax, from national and regional banks as well as through relationships with other OEMs. Additionally, we directly originate and refinance vehicle loans via our branded online platform, RoadLoans.com, which is available through major online affiliates including Cars.com, AutoTrader.com, Kelley Blue Book, and eBay Motors. Moreover, we periodically purchase vehicle loan portfolios from other lenders.

Vehicle loans, leases, and dealer loans originated through our relationships with OEMs represent a significant source of growth for our vehicle finance business. Under our Chrysler Capital brand, we expect to significantly grow our vehicle finance portfolio, which we expect will more than offset the run-off of previously acquired portfolios, diversify the types of vehicle finance products that we offer, and continue to increase the volume of new vehicle financings. For the three months ended September 30, 2013, new vehicle financings as a percentage of our originations increased from approximately 10% – 20% historically to approximately 40%. Under the Chrysler Capital brand, we originate vehicle loans and leases across the full credit spectrum, and provide dealer loans to Chrysler-franchised automotive dealers. We have entered into flow agreements in connection with the loans we originate through Chrysler Capital. For those loans, we retain the servicing rights at contractually agreed-upon rates, which provides us with an additional and stable fee income stream. We also believe that we can provide substantial benefits to our OEM partners. According to JD Power’s Power Information Network^® data, our partnership with Chrysler has helped Chrysler’s market share in the sub-650 FICO^® vehicle space compared to other OEMs increase to first in September 2013 from fourth in February 2010. We continue to evaluate opportunities for new OEM relationships in addition to Chrysler, as well as new flow agreements.

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We also provide unsecured consumer loans. Recently, we have entered into relationships with Bluestem, a retailer, and LendingClub, a peer-to-peer lending platform, to acquire and, in certain circumstances, service unsecured consumer loans. In addition, we are actively utilizing our deep understanding of underwriting consumer finance assets and our technologically advanced operating and servicing platforms to expand into private label credit cards and other unsecured consumer finance products. As an example of this, we have recently entered into a strategic relationship with a technology provider to obtain and process credit applications of retail store customers, including those rejected by the primary lender.

Santander is our largest shareholder, a leader in the banking and consumer finance industries and, as of September 30, 2013, the largest bank in the Eurozone by market capitalization. We derive significant benefits from our relationship with Santander, including liquidity support and shared best practices in compliance and risk management. During the credit crisis that began in 2008, Santander maintained its commitment to us. We have benefitted from our strong relationship with Santander, which provided us with financing to opportunistically acquire and/or convert several large portfolios of loans and certain operations from institutions including CitiFinancial Auto, Triad Financial, HSBC Auto, and GE Capital (RV/marine portfolio). Santander has demonstrated its continuing commitment to us by extending $4.5 billion in credit facilities with terms of three to five years, which have yearly renewal options, as well as a $0.5 billion letter of credit facility.

We have significant access to the capital markets: we have issued and sold over $26 billion in securitization transactions since 2010, obtained approximately $13.7 billion in committed credit lines and privately issued amortizing notes from large commercial banks, and entered into material flow agreements with leading commercial banks. In 2011, funds managed by three of the world’s leading private equity investment firms, Centerbridge Partners, L.P., Kohlberg Kravis Roberts & Co. L.P., and Warburg Pincus LLC, purchased $1.0 billion of newly issued common stock.

Our Markets

The consumer finance industry in the United States has approximately $2.5 trillion of outstanding borrowings and includes vehicle loans and leases, credit cards, home equity lines of credit, private student loans, and personal loans. As economic conditions have recovered from the 2008 and 2009 downturn, there has been a significant demand for consumer financing, particularly to finance vehicle sales.

Our primary focus is the vehicle finance segment of the U.S. consumer finance industry. Vehicle finance includes loans and leases taken out by consumers to fund the purchase of new and used automobiles, as well as motorcycles, RVs, and watercraft. Within the vehicle finance segment, we maintain a strong presence in the auto finance market. The auto finance market features a fungible product resulting in an efficient pricing market, but it

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is highly fragmented, with no individual lender accounting for more than 10% of market share. As of September 30, 2013, there were approximately $850 billion of auto loans outstanding.

Through the recent economic downturn, auto loans generally were not as adversely impacted as most other consumer lending products. This performance was largely attributable to several factors, including: (i) the importance that automobiles serve in consumers’ everyday lives; (ii) the ability to locate, repossess and sell a vehicle to mitigate losses on defaulted loans; and (iii) the robustness of the used car market and residual values. This latter factor is subject to fluctuations in the supply and demand of automobiles. The primary metric used by the market to monitor the strength of the used car market is the Manheim Used Vehicle Index, a measure of wholesale used car prices adjusted by their mileage or vintage. As of September 30, 2013, used car financing represented 73% of our outstanding retail installment contracts of which 87% consisted of nonprime auto loans. The Manheim Used Vehicle Index has recently been well above historical norms and during the recent economic downturn rebounded in nine months while the broader economy took several years to rebound. This strength in the used car market reflects the importance of cars to U.S. consumers.

Historically, used car financing has made up a majority of our business. Used automobiles accounted for 74% of total automobiles sold in the United States in 2012. In the second quarter of 2013, approximately 53% of used car purchases were financed. Most loans in the used auto finance space are extended to nonprime consumers, who comprise a significant portion of the U.S. population. Of the approximately 200 million Americans with a credit history, 34% have FICO^® scores below 650. Although nonprime auto loans typically

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produce higher losses than prime loans, our data-driven approach, extensive experience, and adaptive platform have enabled us to accurately project cash flows and effectively price loans for their inherent risk.

Through our Chrysler Capital brand, we are increasing our focus on the new auto finance space by providing financing for the acquisition of new Chrysler cars. The new auto market continues to recover from the recent economic downturn. There were 14.4 million new cars sold in 2012, which was an increase of 39% over the number of new cars sold in 2009. Of total new auto sales in the second quarter of 2013, approximately 85% were financed. Future growth of new auto sales in the United States, and the parallel growth of consumer loans and leases to finance those sales, are driven by improving economic conditions, new automobile product offerings, and the need to replace aging automobiles. During 2012, the average age of U.S. autos reached an all-time high of 11.2 years. Chrysler Capital loan and lease growth will be driven by the volume of new Chrysler cars sold in the United States.

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We are a leading originator of nonprime auto loans. National and regional banks have historically been the largest originators of used and nonprime vehicle loans and leases due to their broad geographic footprint and wide array of vehicle finance products. We primarily compete against national and regional banks, as well as automobile manufacturers’ captive finance businesses, to originate loans and leases to finance consumers’ purchases of new and used cars.

The unsecured consumer lending market, including credit cards, private student loans, point-of-sale financing, and personal loans, represents a significant expansion opportunity for us within the U.S. consumer finance industry. From a recent high in 2008, the U.S. consumer has steadily faced declining access to traditional sources of consumer credit. This decline is evidenced by the reduction of outstanding consumer credit card limits by approximately $865 billion and of home equity lines of credit by over approximately $370 billion since 2008. During the recent economic downturn, traditional lenders were forced to tighten credit and, in some cases, exit the market altogether, leaving a large market opportunity with significant growth potential. Additionally, consumer loan demand is recovering and, on average, most domestic bank lenders have reported stronger demand for consumer loans since April 2011. Imbalances in supply and demand have created a significant opportunity for companies like us who have national scale, financial strength, stability of management, strong credit and underwriting processes, and an appetite for identifying incremental lending opportunities.

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In both the vehicle finance and unsecured consumer lending markets, we generate originations indirectly and directly. The indirect model requires relationships with third parties who are generally active in the market, are looking for an additional source of financing for their customers, and agree to direct certain customers to SCUSA. The direct model requires an internally-managed platform through which consumers are able to make requests for credit directly to SCUSA. While we have historically focused on the indirect model, we are growing our direct presence in the vehicle finance market through our RoadLoans.com platform and we are currently building out our unsecured consumer lending platform. Additionally, we continue to develop new relationships with third parties to further broaden our origination channels within these markets.

Our Strengths

We believe the following are our most significant competitive strengths:

Technology-Driven Platforms Drive Superior Credit and Operational Performance. Throughout our history we have made significant investments in the technology underlying our origination, servicing and risk management platforms in order to be nimble and adapt quickly to market forces and changes in performance data. We have internally developed proprietary software applications that we believe are highly effective and leverage nearly 20 years of consumer behavior across the full credit spectrum. These systems enable us to effectively price, manage, and monitor risk on a real-time basis and at a highly granular level, including by vintage, origination channel, brand, and location where the loan or lease was originated. Our internally generated data, acquired historical credit data and extensive third-party data are utilized to continuously adapt our origination, servicing and risk management platforms to evolving consumer behavior and product performance. The strength of our platforms is demonstrated by our proactive decision to tighten credit standards prior to the recent economic downturn and by our successful acquisition and/or conversion of over $34 billion of assets onto our platform since 2008. During the first half of 2007, we began to notice upward trends in early payment default rates, leading to a decision to tighten extensions of credit. As a result, in the third quarter of 2007, we made significant changes to the higher-risk segment of our portfolios, including minimizing no-cash-down loans and loans with high payments and high payment-to-income ratios (which resulted in a reduction in origination volume). We continued to tighten our credit standards throughout 2008 and 2009, and closely monitor the data we collect through our servicing and origination platforms to refine our underwriting criteria. Another benefit of our technology-driven platform is that it allows us to move quickly. For example, in 2010 we onboarded a portfolio of $14.4 billion in assets in just four months.

Our data-driven approach, extensive experience and adaptive platform have enabled us to accurately project cash flows and develop our leadership in the industry for a period of nearly 20 years. We believe that our proprietary credit scoring system helps us maximize originations by appropriately applying risk-adjusted pricing for any given consumer’s credit profile through economic cycles. Our proprietary credit scoring system, “LFS,” takes into account 36 unique attributes, including FICO^®, time at residence, time at job, loan-to-value, payment-to-income, collateral attributes, dealer attributes, and economic factors, and we believe it has a higher predictive power regarding consumers’ willingness and ability to pay their debts than FICO^®, a conventional measure of consumer creditworthiness, alone. In addition, our scalable technology platform allows us to expand our existing relationships and explore new relationships at low marginal cost.

Growth-Oriented Business Model. We believe our business model and strategic third-party relationships will continue to attract new channels for origination volume growth and increase our penetration in the markets we serve. We have demonstrated the ability to capture growth and opportunities for diversification within the consumer finance industry, having successfully built mutually beneficial relationships with Chrysler, CarMax, other national automotive dealer groups, national and regional banks through their private label auto loan programs, and others. The flexibility of our platform has allowed us to expand our vehicle finance product offerings through the Chrysler Capital brand to include prime vehicle loans, vehicle leases, and dealer loans. Additionally, we believe we can quickly and efficiently provide similar or expanded offerings for others, including OEMs and consumer lenders. Further, our knowledge of consumer behavior across the full credit

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spectrum and our technologically sophisticated origination and servicing platforms will continue to facilitate our expansion of unsecured consumer lending and servicing.

We believe that our business and the underlying systems are highly scalable, thereby enabling growth through new and existing channels. From December 31, 2008 to September 30, 2013, our total assets grew by 424% while maintaining an efficiency ratio of between 16% and 22%. We currently process 7 million credit applications annually and have handled up to 1.4 million phone calls per day. Further, we believe our systems have the capacity to handle growth of 4x the current portfolio.

Our diverse array of origination channels coupled with our flexible technology platforms enables us to seamlessly shift loan production to take advantage of changing market conditions to maximize returns and minimize credit risk. For the first nine months of 2013, our average nonprime capture rate was only 8% and our prime capture rate averaged 18% since the start of the Chrysler Agreement in May 2013. Management continually evaluates each origination channel for anomalies in expected credit performance and utilizes available tools to remedy the anomaly, including fraud investigations or pricing and volume adjustments. At the same time, other available origination channels may be experiencing more attractive market conditions than other channels, allowing management to increase originations through those channels and continue to drive profitable, risk-adjusted growth.

Robust Financial Performance. We have been profitable every year for the last ten years, including throughout the recent economic downturn. We believe this consistent profitability can be attributed to our credit analysis, pricing discipline, and efficient low-cost structure. From 2005 to 2012, average profit per loan by vintage never dropped below $1,000. Our lending experience, deep understanding of consumer behavior across the full credit spectrum and rigorous business processes help us manage risk and insulate us from swings in the economic and consumer credit cycles. In addition, while portions of our nonprime customer base produce relatively high losses, we structure and apply risk-adjusted pricing to these loans to produce a consistent return on capital. Supported by our robust financial profile, we delivered an average return on assets of 3.9% from 2009 to 2012 and a return on total common equity of more than 30% in each of those years, and have continued to deliver similar levels of return on assets and equity in 2013, which we believe provides us with the ability to support our growth organically and return capital to our shareholders.

Deep Access to Committed Funding. We also maintain diverse and stable financing sources, and have demonstrated significant access to the broader capital markets. We have issued and sold over $26 billion of ABS since 2010, and we were the largest U.S. issuer of retail auto ABS in 2011, 2012, and in 2013. We have significant bank funding relationships, with third-party banks and Santander currently providing $13.7 billion and $4.5 billion in committed financing, respectively. We also have a $17 billion retail flow agreement in place with Bank of America and a dealer lending flow agreement in place with SBNA whereby we provide SBNA with the first right to review and assess Chrysler dealer lending opportunities and, if SBNA elects, to provide the proposed financing. We provide servicing, for a fee, on all loans originated under these arrangements. Further, we have been able to attract a substantial amount of third-party capital from our private equity sponsors.

Strong Relationship with Santander. We believe that our relationship with Santander, our largest shareholder (through SHUSA) and a premier global bank, offers us significant competitive advantages. As of September 30, 2013, Santander was the largest bank in the Eurozone by market capitalization. In addition, Santander, operating through Santander Consumer Finance’s pan-European platform, is one of the top three consumer lending companies and is a leading non-captive vehicle lender in twelve European countries. Through Santander Consumer Finance, Santander continues to demonstrate its commitment to vehicle finance, as evidenced by its eleven current global OEM relationships and large vehicle loan portfolio. We may in the future look to benefit from Santander’s strong relationships with global OEMs. Santander, a deposit-funded lender, has also provided us with significant funding support, both through existing committed liquidity and opportunistic extensions of credit. For example, during the recent economic downturn, Santander and its affiliates provided us

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with substantial liquidity that enabled us to complete several significant acquisitions and conversions of consumer assets. In addition, because of our relationship with Santander, we are subject to the oversight of the Federal Reserve. We believe that this regulatory oversight has led us to develop and maintain extensive risk management and reporting procedures, and has helped us to continually adapt our business to meet the evolving regulatory requirements for consumer finance in the United States.

Experienced Management Team. We have a highly respected management team that is focused on the continued success and growth of our business. Our company is led by one of our founders, Thomas Dundon, who currently serves as our Chief Executive Officer. Mr. Dundon has approximately 20 years of experience in the consumer finance industry. In addition, Jason Kulas, our President and Chief Financial Officer, has approximately 18 years of experience in the financial services industry and seven years of experience as our Chief Financial Officer. Mr. Dundon maintains a meaningful equity stake in SCUSA and, after giving effect to this offering, he will continue to own approximately 10.46% of our outstanding common stock as well as options to purchase an additional 3.29% of our common stock. In addition, the remainder of our senior management team in the aggregate will own approximately 0.10% of our common stock and options to purchase an additional 0.82% of our common stock after this offering. Our senior management team brings an average of over 16 years of experience across the financial services and consumer industries. They have demonstrated their ability to ably steer the company through economic expansions as well as downturns, as evidenced by our strong financial performance during the 2008 and 2009 downturn. Our management team is fully committed to our entrepreneurial spirit, attracting and developing talent, the implementation of best practices in risk management, corporate governance, regulatory compliance, financial accountability and effective system control.

Our Business Strategy

Our primary goal is to create stockholder value by leveraging our systems, data, liquidity, and management. Our growth strategy is to increase market penetration in the consumer finance industry while deploying our capital and funding efficiently.

Expand Our Vehicle Finance Franchise

Organic Growth in Indirect Auto Finance. We have a deep knowledge of consumer behavior across the full credit spectrum and are a key player in the U.S. vehicle finance market. We have the ability to continue to increase our market penetration in the vehicle finance market, subject to attractive market conditions, via the number and depth of our relationships. We plan to achieve this in part through rolling out alliance programs with national vehicle dealer groups and financial institutions, including banks, credit unions, and other lenders, in both the prime and nonprime vehicle finance markets. Our technology-based platform enables us to integrate seamlessly with other originators and thereby benefit from their channels and brands. Additionally, we are evaluating new indirect auto finance opportunities across both North and South America.

Strategic Alliances with OEMs. We plan to expand our existing OEM relationships and develop future relationships with other OEMs to drive incremental origination volume. The loans and leases originated through Chrysler Capital should provide us with the majority of our near-term expected growth. In addition, the experience gained in lease and dealer financing can be applied to improve origination volume through the rest of our dealer base. Our relationship with Chrysler has accelerated our transformation into a full-service vehicle finance company that provides financial products and services to consumers and automotive dealers. In addition to the Chrysler Agreement, we have a pilot program with another OEM, pursuant to which we serve as a preferred finance provider for certain dealers in certain geographic markets.

Growth in Direct-to-Consumer Exposure. We are working to further diversify our vehicle finance product offerings by expanding our web-based, direct-to-consumer offerings. We are seeking to engage the consumer at the early stages of the car buying experience. Our RoadLoans.com program is a preferred finance resource for many major vehicle shopping websites, including Cars.com, AutoTrader.com, Kelley Blue Book, and eBay

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Motors, each of which have links on their websites promoting our RoadLoans.com website for financing. We will continue to focus on securing relationships with additional vehicle-related websites. We anticipate that the next generation of our web-based direct-to-consumer offerings will include additional strategic relationships, an enhanced online experience, and additional products and services to assist with all stages of the vehicle ownership life cycle, including research, financing, buying, servicing, selling, and refinancing.

Expansion of Fee-Based Income Opportunities. We seek out opportunities to leverage our technologically sophisticated and highly adaptable servicing platform for both prime and nonprime loans, as well as other vehicle finance (including RV and marine) and unsecured consumer lending products. We collect fees to service loan portfolios for third parties, and we handle both secured and unsecured loan products across the full credit spectrum. Loans sold to or sourced to third-party banks through flow agreements (including our flow agreements with Bank of America and SBNA) also provide additional opportunities to service large vehicle loan pools. Additionally, we are exploring the possibility of expanding our loan servicing activities in North and South America by leveraging our existing relationships with Chrysler, as well as Santander and other banks in these regions. We believe our loan servicing business is scalable and provides an attractive return on equity, and we intend to continue to develop new third-party relationships to increase its size. In 2013, as of September 30, we have added over $1 billion of assets to our portfolio of assets serviced for others.

Continue to Grow Our Unsecured Consumer Lending Platform

We are further diversifying our business through our strategic relationships in the unsecured consumer lending space, which includes point-of-sale financing, personal loans, and private label credit cards. Unsecured consumer lending is a rapidly growing segment of the consumer finance market in the United States, and we expect that financing in the unsecured consumer loan space will significantly contribute to our growth. For the nine months ended September 30, 2013, we originated approximately $0.7 billion in unsecured consumer loans. Our ability to offer these products is derived from our deep knowledge of consumer behavior across the full credit spectrum, our scalable technology platform and Santander’s expertise in the unsecured consumer lending industry. One of our principal strategic consumer finance relationships is with Bluestem, which owns the Fingerhut^®, Gettington.com™ and PayCheck Direct^® brands. Bluestem’s customers rely on Bluestem proprietary credit products at the point of sale to make purchases. Through our agreement with Bluestem, we have the option to purchase certain loans through April 2020. Additionally, we have a strategic relationship with LendingClub, pursuant to which we invest in or purchase personal loans and have the right to purchase nonprime loans as well, and have recently begun originating private label revolving lines of credit through our relationship with another point-of-sale lending technology company. We also have a pipeline of private label credit card initiatives we expect to pursue. We believe these relationships and initiatives provide us with a strong entry point into the unsecured consumer lending space.

History

We were founded by a group of entrepreneurs within the auto industry, including our CEO, Thomas Dundon. The group gained experience working in finance in auto dealerships, and in 1995 left the dealership environment to start a new company focused on the finance side of the industry. As a non-originator, the new company marketed the auto finance programs of various banks, gaining valuable perspective on the originations process.

The success of the group caught the attention of FirstCity Financial and in 1998 our entrepreneurial partnership joined with FirstCity Financial to form FirstCity Funding, a nonprime auto finance company with a unique business model serving a niche market. FirstCity Funding grew quickly and in 2000 our ownership group expanded to include HBOS plc., and we officially became Drive Financial Services LP (“Drive”).

In 2004, FirstCity Financial sold its interest in Drive, shifting ownership to HBOS plc and Drive Management, LP. The stability and strength of HBOS plc allowed Drive to surpass expectations and continue to

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grow at a rapid pace. HBOS plc helped develop Drive’s information technology infrastructure, compliance organization and data warehouse, which has been the backbone of our operational success in recent acquisitions. In 2006, HBOS plc and certain members of Drive Management, LP sold their interest to Santander, forming SCUSA Illinois.

In 2009, Santander contributed its interest in us to SHUSA and until December 31, 2011, we were owned 91.5% by SHUSA and 8.5% by Mr. Dundon. In late 2011, we completed an infusion of $1.16 billion in capital from funds managed by our private equity sponsors, Mr. Dundon, and our Chief Financial Officer. This resulted in the private equity sponsors owning approximately 24% of our stock, with SHUSA continuing to own approximately 65%, and Mr. Dundon owning approximately 11%.

In July 2013, Santander Consumer USA Holdings Inc. and SCUSA Merger Sub were formed solely for the purpose of effecting this offering. Immediately prior to the closing of this offering, SCUSA Merger Sub will merge with and into SCUSA Illinois, with SCUSA Illinois continuing as the surviving corporation and a wholly owned subsidiary and operating company of Santander Consumer USA Holdings Inc., the registrant. In the merger, all of the outstanding shares of common stock of SCUSA Merger Sub will be converted into shares of SCUSA Delaware common stock on a 2.6665 for 1.00 basis. See “Reorganization.”

Our Products and Services

We offer vehicle-related financing products and services and, beginning in the first quarter of 2013, unsecured consumer financing.

Vehicle Finance

Our vehicle finance products and services include loans and leases to consumers and dealer loans.

Consumer Vehicle Loans

Our primary business is to indirectly originate vehicle loans through automotive dealerships throughout the United States. We currently do business with over 14,000 dealers, over 95% of whom are manufacturer-affiliated and the remainder of whom are selected large and reputable independent dealers. We use our risk-adjusted methodology to determine the price we pay the automotive dealer for the loan, which may be above or below the principal amount of the loan depending on characteristics such as the contractual APR, the borrower’s credit profile and the tenor of the loan. The consumer is obligated to make payments in an amount equal to the principal amount of the loan plus interest at the APR negotiated with the dealer. In addition, the consumer is also responsible for charges related to past-due payments. Dealers typically retain some portion of the finance charge as income. Our agreements with dealers place a limit on the amount of the finance charges they are entitled to retain. Although we do not own the vehicles we finance through loans, we hold a perfected security interest in those vehicles. Loans with below-market APRs are frequently offered through manufacturer incentive programs. The manufacturer will compensate the originator of these loans for the amount of the financing rate that is below market. These payments are called rate subvention. We are entitled to receive rate subvention payments as Chrysler’s preferred provider through the Chrysler Agreement.

Since 2008, we also have directly originated loans through our branded online RoadLoans.com platform, and we also periodically acquire large portfolios of loans. The loans acquired in bulk acquisitions have primarily been collateralized by automobiles. However, a small amount of such loans have been collateralized by marine and RVs. We generate revenue on these loans through finance charges.

Vehicle Leases

We acquire leases from Chrysler-affiliated automotive dealers and, as a result, become the titleholder for the leased car. The acquisition cost for these leases is based on the underlying value of the vehicle, the contractual

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lease payments and the residual value, which is the expected value of the vehicle at the time of the lease termination. We use projected residual values that are estimated by third parties, such as ALG. The residual value we use to determine lease payments, or the contractual residual value, may be upwardly adjusted as part of marketing incentives provided by the manufacturer of the vehicle. When a contractual residual value is written up, the lease payments we offer may become more attractive to consumers. The marketing incentive payment that manufacturers pay is equal to the expected difference between the projected ALG residual value and the contractual residual value. This residual support payment is a form of subvention. We are a preferred provider of subvented leases through Chrysler Capital. The consumer, or lessee, is responsible for the contractual lease payments and any excessive mileage or wear and tear on the car that results in a lower residual value of the car at the time of the lease’s termination. In addition, the consumer is also generally responsible for charges related to past due payments. Our leases are primarily closed-ended, meaning the consumer does not bear the residual risk.

We generate revenue on leases through monthly lease payments and fees, and, depending on the market value of the off-lease vehicle, we may recognize a gain or loss upon remarketing. Our agreement with Chrysler permits us to share any residual losses over a threshold, determined on an individual lease basis, with Chrysler.

Dealer Loans

We provide dealer floorplan loans to certain automotive dealers, primarily Chrysler-franchised dealerships, so that they can acquire new and used vehicles for their inventory. We provide these loans in our sole discretion and in accordance with our credit policies, generally advancing up to 100% of the vehicle’s wholesale invoice price for a new vehicle, up to 100% of the price of a used vehicle purchased at an authorized auction, and up to 90% for any other used vehicle. Each dealer loan is secured by all of the dealer’s existing vehicle inventory and is generally secured by dealership assets and/or personal guarantees by the dealership’s owner. Repayment of the advance related to each vehicle in inventory is required within seven days of the date the vehicle is sold or leased. A full or partial repayment also may also be required if the vehicle in inventory remains unsold. The interest charged on such loans is based on our internal risk rating for the dealer and is payable monthly.

In addition, we may periodically provide certain automotive dealers, primarily Chrysler-franchised dealerships, with real estate loans and working capital revolving lines of credit. Generally a dealer must have a floorplan loan with us in order to be eligible for real estate loans and working capital revolving lines of credit from us.

As of September 30, 2013, substantially all of the dealer floorplan loans originated under Chrysler Capital were held by our affiliate, SBNA, under terms of either of two agreements, a flow agreement entered into in June 2013 and a sale agreement entered into in August 2013. In November 2013, we entered into an additional sale agreement to sell substantially all of the non-floorplan dealer loans to SBNA.

Servicing for Others

We service a portfolio of vehicle loans originated or otherwise independently acquired by SBNA, as well as the dealer loans SBNA purchased from us and originated under a flow agreement. We also service loans sold through our flow agreement with Bank of America and several smaller loan portfolios for various third-party institutions.

Unsecured Consumer Lending

In March 2013, we began indirectly originating unsecured consumer loans. Most of these loans are currently serviced by the third-party originators, who handle daily cash remittances and customer service. We are constantly evaluating new unsecured consumer lending opportunities, such as credit cards, so that we may further diversify and expand our business.

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Origination and Servicing

Vehicle Finance

Our origination platform delivers automated 24/7 underwriting decision-making through a proprietary, credit-scoring system designed to ensure consistency and efficiency, with dealers receiving a decision in under 10 seconds for 95% of all requests. Every loan application we receive is processed by our risk scoring and pricing models. Our credit scorecard development process is supported by an extensive market database that includes nearly 20 years of historical data on the loans we have acquired as well as extensive consumer finance third-party data. We continuously evaluate loan performance and consumer behavior to improve our underwriting decisions. As a result of our readily adaptable and scalable systems, we are able to quickly implement changes in pricing and scoring credit policy rules and we seek to modify our underwriting standards to match the economic environment. Our scorecard methodology supports underwriting decisions for consumers across the full credit spectrum and has been designed to allow us to maximize modeled risk-adjusted yield for a given consumer’s credit profile. As a result of the Chrysler Agreement, we have adjusted underwriting standards in the prime space to compete with the major lenders in the area.

We have built our servicing approach based on years of experience as a nonprime lender. Our servicing activities consist largely of processing customer payments, responding to customer inquiries (such as requests for payoff quotes), processing customer requests for account revisions (such as payment deferrals), maintaining a perfected security interest in the financed vehicle, monitoring vehicle insurance coverage, pursuing collection of delinquent accounts, and remarketing repossessed or off-lease vehicles. We have made significant technology investments in our servicing systems to ensure that our servicing activities are in compliance with federal and local consumer lending rules in all 50 states.

Through our servicing platform, we seek to maximize collections while providing the best possible customer service. Our servicing practices are closely integrated with our origination platform. This results in an efficient exchange of customer data, market information and understanding of the latest trends in consumer behavior. Our customer account management process is model-driven and utilizes automated customer service and collection strategies, including the use of automated dialers rather than physical phones. Each of the models we use is validated by back-testing with data and can be adjusted to reflect new information that we receive throughout our entire business and to include new vehicle loan and lease applications, refreshed consumer credit data, and consumer behavior that we observe through our servicing operations. Our robust processes and sophisticated technology support our servicing platform to maximize efficiency, consistent loan treatment, and cost control.

In order to provide the best possible customer service, we provide multiple convenience options to our customers and have implemented many strategies to monitor and improve the customer experience. In addition to live agent assistance, our customers are offered a wide range of self-service options via our interactive voice response system and through our customer website. Self-service options include demographic management (such as updating a customer’s address, phone number, and other identifying information), payment and payoff capability, payment history reporting, as well as online chat and communication requests. Quality assurance teams perform account reviews and are responsible for grading our phone calls to ensure adherence to our policies and procedures as well as compliance with regulatory rules. Our analytics software converts speech from every call into text so that each of our conversations with a customer can be analyzed and subsequently data-mined. This is used to identify harmful words or phrases in real-time for potential intervention from a manager, and to search for the omission of words or phrases that are required for specific conversations. A quality control team provides an independent, objective assessment of the servicing department’s internal control systems and underlying business processes. This helps us identify organizational improvements while protecting our franchise reputation and brand. Lastly, complaint tracking processes ensure customer complaints are addressed appropriately and that the customers receive status updates. These systems assign the account to a specialized team (Office of the President) until the complaint is deemed to be closed. This team tracks and resolves customer complaints and is subject to a robust quality assurance program.

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The servicing process is divided into stages based on delinquency status and the collectors for each stage receive specialized training. In the event that a retail installment contract becomes delinquent, we follow an established set of procedures that we believe maximize our ultimate recovery on the loan or lease. Late stage account managers employ skip tracing, utilize specialized negotiation skills, and are trained to tailor their collection attempts based on the proprietary borrower behavioral score we assign to each of our customers. Collection efforts include calling within one business day when an obligor has broken a promise to make a payment on a certain date and using alternative methods of contact such as location gathering via references, employers, landlords, credit bureaus, and cross-directories. If the borrower is qualified, the account manager may offer an extension of the maturity date, a temporary reduction in payment, or a modification permanently lowering the interest rate or principal. If attempts to work with the customer to cure the delinquency are unsuccessful, the customer is sent a “right to cure” letter in accordance with state laws and the loan is assigned a risk score based on our historical days-to-repossess data. This score is used to prioritize repossessions, and each repossession is systematically assigned to third-party repossession agents according to their recent performance with us. Once the vehicle has been secured, any repairs required are performed and the vehicle is remarketed as quickly as possible, typically through an auction process.

Most of our servicing processes and quality-control measures also serve a dual purpose in that they both ensure compliance with the appropriate regulatory laws and ensure that we deliver the best possible customer service. Additionally, our servicing platform and all of the features we offer to our customers are scalable and can be tailored through statistical modeling and automation.

Unsecured Consumer Lending

We offer point-of-sale financing and personal loans through our partnerships with retailers and other lenders that offer several unsecured consumer lending products. Our ability to offer these products is derived from our expertise in originating nonprime vehicle retail loans and Santander’s expertise in the unsecured consumer lending industry. Our existing relationships with Bluestem, LendingClub, and others are partner-managed programs. In these arrangements, our partner decides whether to extend credit on any application using their own credit policies. If the applicant is declined, the application is sent to us to decide whether or not to extend a loan based on our own credit policy. For each unsecured consumer loan that we purchase, our partner retains the servicing rights unless the loan becomes delinquent, at which point we can elect to become the servicer. Additionally, our partners are required to share data files with us for accounting and portfolio review throughout the life of the unsecured consumer loan. We intend to leverage this data to further strengthen our origination and servicing systems with respect to unsecured consumer lending.

Our Relationship with Chrysler

On February 6, 2013, we entered into the Chrysler Agreement pursuant to which we are the preferred provider for Chrysler’s consumer loans and leases and dealer loans effective May 1, 2013. Business generated under terms of the Chrysler Agreement is branded as Chrysler Capital. During the period from the May 1, 2013 launch of the Chrysler Capital business through September 30, 2013, we acquired over $5 billion of Chrysler Capital retail installment contracts and over $1.4 billion of Chrysler Capital vehicle leases, and facilitated the origination of over $300 million of Chrysler Capital dealer loans. We expect these volumes to continue.

The Chrysler Agreement requires, among other things, that we bear the risk of loss on loans originated pursuant to the agreement, but that Chrysler share in any residual gains and losses in respect of consumer leases. The agreement also requires that we maintain at least $5.0 billion in funding available for dealer inventory financing and $4.5 billion of financing dedicated to Chrysler retail financing. In turn, Chrysler must provide designated minimum threshold percentages of its subvention (Chrysler subsidized below-market loan and lease rates) business to us.

Under the Chrysler Agreement, we have agreed to specific transition milestones, including market penetration rates, approval rates, staffing, and service milestones, for the initial year following launch on May 1, 2013. If the transition milestones are not met in the first year, the agreement may terminate and we may lose the

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ability to operate as Chrysler Capital. If the transition milestones are met, the Chrysler Agreement will have a ten-year term, subject to early termination in certain circumstances, including the failure by either party to comply with certain of their ongoing obligations. In addition, Chrysler may also terminate the agreement, among other circumstances, if (i) we fail to meet certain performance metrics, including certain penetration and approval rate targets, during the term of the agreement, (ii) a person other than Santander and its affiliates or our other stockholders owns 20% or more of our common stock and Santander and its affiliates own fewer shares of common stock than such person, (iii) we become, control, or become controlled by, an OEM that competes with Chrysler or (iv) if certain of our credit facilities become impaired. Based on projections and our initial performance under the agreement, management believes that we will meet all of our performance targets.

In connection with entering into the Chrysler Agreement, we paid Chrysler a $150 million upfront, nonrefundable fee on May 1, 2013. This fee is considered payment for future profits generated from the Chrysler Agreement and, accordingly, we are amortizing it over the expected ten-year term of the agreement as a component of net finance and other interest income. We have also executed an Equity Option Agreement with Chrysler, whereby Chrysler may elect to purchase, at any time during the term of the Chrysler Agreement, at fair market value, an equity participation of any percentage in the Chrysler Capital portion of our business.

For a period of 20 business days after Chrysler’s delivery to us of a notice of intent to exercise its option, we are to discuss with Chrysler in good faith the structure and valuation of the proposed equity participation. If the parties are unable to agree on a structure and Chrysler still intends to exercise its option, we will be required to create a new company into which the Chrysler Capital assets will be transferred and which will own and operate the Chrysler Capital business. If Chrysler and we cannot agree on a fair market value during the 20-day negotiation period, each party will engage an investment bank and the appointed banks will mutually appoint a third independent investment bank to determine the value, with the cost of the valuation divided evenly between Chrysler and us. Each party has the right to a one-time deferral of the independent valuation process for up to nine months. Chrysler will have a period of 90 days after a valuation has been determined, either by negotiation between the parties or by an investment bank, to deliver a binding notice of exercise. Following this notice, Chrysler’s purchase is to be paid and settled within 10 business days, subject to a delay of up to 180 days if necessary to obtain any required consents from governmental authorities.

Any new company formed to effect Chrysler’s exercise of its equity option will be a Delaware limited liability company unless otherwise agreed to by the parties. As long as each party owns at least 20% of the business, Chrysler and we will have equal voting and governance rights without regard to ownership percentage. If either party has an ownership interest in the business of less than 20%, the party with less than 20% ownership will have the right to designate a number of directors proportionate to its ownership and will have other customary minority voting rights.

As the equity option is exercisable at fair market value, we could recognize a gain or loss upon exercise if the fair market value is determined to be different from book value. We believe that the fair market value of our Chrysler Capital financing business currently exceeds book value and therefore have not recorded a contingent liability for potential loss upon Chrysler’s exercise.

Subsequent to the exercise of the equity option, SCUSA’s rights under the Chrysler Agreement will be assigned to the jointly owned business. Exercise of the equity option would be considered a triggering event requiring re-evaluation of whether or not the remaining unamortized balance of the upfront fee we paid to Chrysler on May 1, 2013 should be impaired.

On June 13, 2013, we entered into a committed forward flow agreement that, as amended on September 26, 2013, commits us to sell up to $300 million per month of prime loans to Bank of America through May 31, 2018. For those loans, we will retain the servicing rights at contractually agreed upon rates. This servicing arrangement will provide us with an additional fee income stream. We also will receive or pay a servicer performance payment if net credit losses on the sold loans are lower or higher, respectively, than expected net credit losses at the time of sale.

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On June 28, 2013, we entered into a flow agreement with SBNA whereby we provide SBNA with the first right to review and assess Chrysler dealer lending opportunities and, if SBNA elects, to provide the proposed financing. On August 16, 2013, we sold most of our existing Chrysler floorplan loans to SBNA. We provide servicing on all loans sold or originated under these agreements. We also will receive or pay a servicer performance payment if yields, net of credit losses, on the loans originated under the flow agreement are higher or lower, respectively, than expected at origination.

In addition, we may periodically provide certain automotive dealers, primarily Chrysler-franchised dealerships, with real estate loans and working capital revolving lines of credit. Generally, a dealer must have a floorplan loan with us in order to be eligible for real estate loans and working capital revolving lines of credit from us.

Competition

The automotive finance industry is highly competitive. We compete on the pricing we offer on our loans and leases as well as the customer service we provide to our automotive dealer customers. Pricing for these loans and leases is very transparent. We, along with our competitors, post our pricing for loans and leases on web-based credit application aggregation platforms. When dealers submit applications for consumers acquiring vehicles, they can compare our pricing against our competitors’ pricing. Dealer relationships are important in the automotive finance industry. Vehicle finance providers need to tailor product offerings to meet each individual dealer’s needs.

We believe that we can effectively compete because our proprietary scorecards and industry experience enable us to price risk appropriately. In addition, we benefit from Chrysler subvention programs through the Chrysler Agreement. We have developed strong dealer relationships through our nationwide sales force and long history in the automotive finance space. Further, we expect that we will be able to deepen dealer relationships through our Chrysler Capital product offerings.

Our primary competitors in the vehicle finance space are:

• national and regional banks;

• credit unions;

• independent financial institutions; and

• the affiliated finance companies of automotive manufacturers.

While the used car market is fragmented with no single lender accounting for more than 10% of the market, in both the new and used car markets there are a number of competitors that have substantial positions nationally or in the markets in which they operate. Some of our competitors have lower cost structures, lower cost funding, and are less reliant on securitization. We believe we can compete effectively by continuing to expand and deepen our relationships with dealers. In addition, through our Chrysler Capital brand we will benefit from the manufacturer’s subvention programs and Chrysler’s relationship with its dealers.

Our primary competitors in the unsecured consumer lending space are banks that have traditionally offered revolving credit products such as credit cards, home equity lines of credit, and personal loans. In recent years, new, smaller competitors have emerged to fulfill consumers’ demand for credit products by offering point-of-sale financing and personal loans through technologically sophisticated and often web-based applications. We compete with banks by identifying borrowers with attractive credit profiles who do not rely on traditional bank-offered consumer finance products like credit cards and home equity lines of credit. We also compete with other financial institutions who seek to identify potential partners that offer point-of-sale and web-based credit applications. We believe we can compete successfully due to our ability to identify unsecured consumer loan applications with attractive risk-adjusted returns, as well as the speed at which we can adapt to our potential partners’ operations.

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Seasonality

Our origination volume is generally highest in March and April each year due to consumers receiving tax refunds. Our delinquencies are generally highest in the period from November through January due to consumers’ holiday spending. Although we are profitable throughout the year, these trends drive a seasonal fluctuation whereby our profits generally are highest in the first quarter of each year and decline each quarter thereafter.

Employees

As of September 30, 2013, we had approximately 3,900 employees. None of our employees are parties to a collective bargaining agreement. We consider our relationship with our employees to be satisfactory.

Facilities and Real Estate

Our corporate headquarters are located in Dallas, Texas, where we lease approximately 125,000 square feet of office and operations space pursuant to a lease agreement expiring in 2016. In October 2013, we signed a lease expiring in 2024 for an additional 373,000 square feet of office and operations space in Dallas, Texas. We intend to move our corporate headquarters to this newly leased space in 2014. We also lease a 165,000 square foot servicing facility in North Richland Hills, Texas, a 73,000 square foot servicing facility in Lewisville, Texas, a 43,000 square foot servicing facility in Englewood, Colorado, and a 2,000 square foot operations facility in Costa Mesa, California, under leases that expire at various dates through 2018. Management believes the terms of the leases are consistent with market standards and were arrived at through arm’s-length negotiation.

Intellectual Property

Our right to use the Santander name is on the basis of a non-exclusive, royalty-free and non-transferable license from Santander, and only extends to uses in connection with our current and future operations within the United States. Santander may terminate such license at any time Santander ceases to own, directly or indirectly, 50% or more of our common stock.

In connection with our agreement with Chrysler, Chrysler has granted us a limited, non-exclusive, non-transferable, royalty-free license to use certain Chrysler trademarks, including the term “Chrysler Capital,” for as long as the Chrysler Agreement is in effect. We are required to adhere to specified guidelines, specifications, and other usage instructions related to these trademarks, as well as to obtain prior written approval of any materials, including financing documents and promotional materials, using the trademarks. This license does not grant us any ownership rights in Chrysler’s trademarks.

Legal Proceedings

On September 13, 2013, Ally Financial Inc. filed suit against us in the United States District Court for the Eastern District of Michigan, in a matter pending as Case No. 13-CV-13929, alleging copyright infringement and misappropriation of trade secrets and confidential information in connection with our launch of Chrysler Capital and, in particular, our offering of floorplan lines of credit to Chrysler dealerships. We consider the allegations to be without merit and intend to vigorously defend the case.

From time to time, we may become involved in various additional lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We do not expect that the legal proceedings to which we are currently party, individually, or in the aggregate, will have a material adverse impact.

Supervision and Regulation

The U.S. lending industry is highly regulated under federal and state law. We are subject to inspections, examinations, supervision, and regulation by each state in which we are licensed, the CFPB, and the Federal

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Trade Commission. In addition, because our largest shareholder is a bank holding company, we are subject to certain bank regulations, including oversight by the Federal Reserve, the Office of the Comptroller of the Currency, and the Bank of Spain. See “Risk Factors — Regulatory Risks — We may be subject to certain banking regulations that may limit our business activities.”

State Lending Regulations

In general, state statutes establish maximum loan amounts, interest rates, fees and maximum amounts allowed to be charged for such fees, insurance premiums, and fees that may be charged for both direct and indirect lending. Specific allowable charges vary by state and type of license. Statutes in Texas, for example, allow for indexing the maximum small loan amounts to the Consumer Price Index and setting maximum rates for automobile purchase loans based on the age of the vehicle. In addition, state laws regulate the keeping of books and records and other aspects of the operation of consumer finance companies. State and federal laws regulate account collection practices.

We are separately licensed under the laws of each state in which we operate. Licenses granted by the regulatory agencies in these states are subject to renewal every year and may be revoked for failure to comply with applicable state and federal laws and regulations. We are in compliance with state laws and regulations applicable to our lending operations in each state.

We and our operations are regulated by several state agencies. We are subject to compliance audits of our operations in every state.

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

At the federal level, Congress enacted comprehensive financial regulatory reform legislation on July 21, 2010. A significant focus of the new law (the Dodd-Frank Act) is heightened consumer protection. The Dodd-Frank Act established a new body, the CFPB, which has regulatory, supervisory, and enforcement powers over providers of consumer financial products and services, including us, including explicit supervisory authority to examine and require registration of non-depository lenders and promulgate rules that can affect the practices and activities of lenders.

Although the Dodd-Frank Act expressly provides that the CFPB has no authority to establish usury limits, some consumer advocacy groups have suggested that various forms of alternative financial services or specific features of consumer loan products should be a regulatory priority, and it is possible that at some time in the future the CFPB could propose and adopt rules making such lending services materially less profitable or impractical, which may impact finance loans or other products that we offer.

In March 2013, the CFPB issued a bulletin recommending that indirect vehicle lenders, a class that includes us, take steps to monitor and impose controls over dealer markup policies whereby dealers charge consumers higher interest rates, with the markup shared between the dealer and the lender.

The CFPB is also conducting supervisory audits of large vehicle lenders and has indicated it intends to study and take action with respect to possible ECOA “disparate impact” credit discrimination in indirect vehicle finance. If the CFPB enters into a consent decree with one or more lenders on disparate impact claims, it could negatively impact the business of the affected lenders, and potentially the business of dealers and other lenders in the vehicle finance market. This impact on dealers and lenders could increase our regulatory compliance requirements and associated costs.

In addition to the grant of certain regulatory powers to the CFPB, the Dodd-Frank Act gives the CFPB authority to pursue administrative proceedings or litigation for violations of federal consumer financial laws. In these proceedings, the CFPB can obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief) and monetary penalties.

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Other Federal Laws and Regulations

In addition to the Dodd-Frank Act and state and local laws and regulations, numerous other federal laws and regulations affect our lending operations. These laws and their implementing regulations include, among others, usury laws, Anti-Money Laundering requirements (Bank Secrecy Act and USA PATRIOT Act), Equal Credit Opportunity Act, Fair Debt Collection Practices Act, Fair Credit Reporting Act, Privacy Regulations (Gramm-Leach-Bliley Act and Right to Financial Privacy Act), Electronic Funds Transfer Act, Servicemembers’ Civil Relief Act, Telephone Consumer Protection Act, Truth in Lending Act, and requirements relating to unfair, deceptive, or abusive acts or practices. Under the Fair Credit Reporting Act, we must provide certain information to customers whose credit applications are not approved on the basis of a report obtained from a consumer reporting agency, promptly update any credit information reported to a credit reporting agency about a customer and have a process by which customers may inquire about credit information furnished by us to a consumer reporting agency.

Under the Gramm-Leach-Bliley Act, we must protect the confidentiality of our customers’ nonpublic personal information and disclose information on our privacy policy and practices, including with regard to the sharing of customers’ nonpublic personal information with third parties. This disclosure must be made to customers at the time the customer relationship is established and, in some cases, at least annually thereafter.

Under the Truth in Lending Act and Regulation Z promulgated thereunder, we must disclose certain material terms related to a credit transaction, including, but not limited to, the APR, finance charge, amount financed, total of payments, the number and amount of payments, and payment due dates to repay the indebtedness.

Under the Equal Credit Opportunity Act and Regulation B promulgated thereunder, we cannot discriminate against any credit applicant on the basis of any protected category, such as race, color, religion, national origin, sex, marital status, or age. We are also required to make certain disclosures regarding consumer rights and advise customers whose credit applications are not approved of the reasons for the rejection.

The Federal Trade Commission’s Credit Practices Rule limits the types of property we may accept as collateral to secure a consumer loan.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding our executive officers and directors as of the date of this prospectus.

Name	Age		Position
Executive Officers:
Thomas G. Dundon		42	Chief Executive Officer and Chairman
Jason A. Kulas		43	President and Chief Financial Officer
Jason W. Grubb		47	Chief Operating Officer
Eldridge A. Burns, Jr.		44	Chief Legal Officer and General Counsel
James W. Fugitt		40	Chief Information Officer
R. Michele Rodgers		43	Chief Compliance and Risk Officer
Michelle L. Whatley		42	Chief Human Resources Officer
Richard Morrin		44	Executive Vice President, New Business
Nathan Staples		34	Chief Credit Officer
Hugo R. Dooner		44	Executive Vice President, Consumer Lending
Jennifer Popp		34	Chief Accounting Officer
Brad Martin		38	Executive Vice President, Business Operations
Non-Executive Directors:
Gonzalo de Las Heras		73	Honorary Chairman
Alberto Sánchez		49	Vice Chairman
Juan Carlos Alvarez		42	Director
Roman Blanco		49	Director
Javier San Felix		46	Director
Stephen A. Ferriss		68	Director
Matthew Kabaker		37	Director
Tagar C. Olson		36	Director
Juan Andres Yanes		50	Director
Daniel Zilberman		40	Director

Executive Officers

Thomas G. Dundon, Chief Executive Officer and Chairman

As one of our founding partners, Mr. Dundon was named President in May 2005 and served in that position until November 2013. He became President & Chief Executive Officer in December 2006, and since such time he has served as a member of our board of directors. Mr. Dundon was appointed as the Chairman of our board of directors on December 28, 2013. Mr. Dundon is also a Director of Santander Holdings USA, Inc., the parent company of SBNA and of the non-profit Santander Consumer USA Inc. Foundation. Mr. Dundon holds a bachelor’s degree in economics from Southern Methodist University.

Jason A. Kulas, President and Chief Financial Officer

Mr. Kulas has served as our President since November 2013 and our Chief Financial Officer since January 2007, joining us after serving as Managing Director in investment banking for JPMorgan Securities, Inc., where he was employed from 1995 to 2007. Mr. Kulas also worked as an analyst for Dun & Bradstreet and as an adjunct professor at Texas Christian University. Mr. Kulas served on our board of directors from 2007 to 2012 and currently serves as a member of the Board of the non-profit Santander Consumer USA Inc. Foundation. Mr. Kulas holds a bachelor’s degree in chemistry from Southern Methodist University and an MBA from Texas Christian University.

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Jason W. Grubb, Chief Operating Officer

Mr. Grubb joined us in November 2004 as our Senior Vice President of Servicing and has served as our Chief Operating Officer since January 2007. Prior to joining us, Mr. Grubb held positions at WFS Financial, Nissan Motor Acceptance Corp, and Commercial Financial Services in which he was responsible for servicing. Mr. Grubb holds a bachelor’s degree in finance from Oklahoma State University and an MBA from Our Lady of the Lake University.

Eldridge A. Burns, Jr., Chief Legal Officer and General Counsel

Mr. Burns has served as our Chief Legal Officer and General Counsel since January 2007. Prior to joining us, Mr. Burns served as Vice President and Senior Corporate Counsel for Blockbuster, Inc., where he managed real estate, mergers and acquisitions, and general corporate transactions. Prior to joining Blockbuster, Mr. Burns was an associate at Vinson & Elkins LLP. Mr. Burns is a member of the Texas Bar and Dallas Bar Associations, and has served as a member of the steering committee for the Texas Minority Counsel Program. He currently serves as a member of the Board of the non-profit Santander Consumer USA Inc. Foundation. Mr. Burns holds a bachelor’s degree in business administration from Southern Methodist University and a J.D. from the University of Texas, School of Law.

James W. Fugitt, Chief Information Officer

Mr. Fugitt has served as our Chief Information Officer for Santander Consumer USA Inc. since October 2011 and prior to that served as our Chief Technology Officer and Vice President of Application Development. Prior to joining us in 2002, Mr. Fugitt held various IT development and management positions at WorldNow, a new media company, and BSG Consulting, a technology consulting company. Mr. Fugitt holds a bachelor’s degree in electrical engineering from Columbia University.

R. Michele Rodgers, Chief Compliance and Risk Officer

Ms. Rodgers has served as our Chief Compliance Officer since April 2012 and added the role of Chief Risk Officer in June 2013. Ms. Rodgers joined us in March 2005 and has previously served as Controller and head of the Project Management Office. Prior to joining us, Ms. Rodgers worked in the fields of finance and technology consulting. Ms. Rodgers holds a bachelor’s degree in accounting from the University of Alabama.

Michelle L. Whatley, Chief Human Resources Officer

Ms. Whatley has served as our Chief Human Resource Officer since May 2013; prior to that she served as our EVP, Human Resources and Director of Human Resources Information Systems. Prior to joining us in June 2003, Ms. Whatley held various other human resources roles in both the technology and consumer industries. She currently serves as a member of the Board of the non-profit Santander Consumer USA Inc. Foundation. Ms. Whatley attended Midwestern State University, attained the Professional in Human Resources accreditation in 2002, and has been a member of the Society of Human Resources Management for over ten years.

Richard Morrin, Executive Vice President, New Business

Mr. Morrin has served as our Executive Vice President of New Business since August 2011. Prior to joining us, Mr. Morrin held a variety of management positions in 21 years of combined service at Ally Financial and General Motors Acceptance Corp. Most recently, he managed the commercial lending operations for Ally automotive dealers in the United States and Canada. Mr. Morrin holds a bachelor’s degree in economics from the University of Pennsylvania and an MBA from the University of Virginia.

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Nathan Staples, Chief Credit Officer

Mr. Staples joined us in May 2001 and has served as our Chief Credit Officer since June 2013. Mr. Staples has worked with the Santander Group locally within the USA, and prior to assuming the role of Chief Credit Officer, globally in and throughout the United Kingdom. Mr. Staples is experienced in cash flow modeling, financial and portfolio analyses, credit policy, risk management and collateral recovery. Mr. Staples holds a Bachelor of Science degree in Business Administration with a concentration in Finance from the University of Texas at Dallas and an MBA with a concentration in Strategy from Southern Methodist University, Cox School of Business.

Hugo R. Dooner, Executive Vice President, Consumer Lending

Mr. Dooner joined the Company in March 2010 with more than 20 years of experience in the finance industry. Prior to joining the Santander team, Mr. Dooner was a Vice President and managed the Portfolio Marketing, Strategic Initiatives and global servicing operations of HSBC Auto Finance. Mr. Dooner holds a bachelor’s degree from UC Santa Barbara and an MBA from the University of Chicago, Booth School of Business.

Jennifer Popp, Chief Accounting Officer

Ms. Popp has served in the finance industry since 2001, and joined our team in July 2012. Prior to joining our executive team, she served as Vice President, Controller for Residential Credit Solutions, Inc., a Texas-based residential mortgage servicer, and as a senior manager for KPMG LLP. Ms. Popp holds bachelor’s and master’s degrees in accounting from the University of Missouri, and is a Certified Public Accountant and Chartered Financial Analyst (CFA) charterholder.

Brad Martin, Executive Vice President, Business Operations

Mr. Martin has served within our senior leadership team since 2005, and has served as our Executive Vice President of Business Operations since January 2011. Prior to entering the consumer finance industry in 2000, Mr. Martin served the United States as a Petty Officer in the United States Navy. Mr. Martin attended Dallas Baptist University.

Directors

Our board of directors currently consists of eleven members.

Gonzalo de Las Heras, Honorary Chairman

Mr. de Las Heras served as our Chairman from December 2006 until December 28, 2013, when he became our Honorary Chairman. Mr. de Las Heras has been a director of SHUSA and SBNA since October 2006. Mr. de Las Heras joined Santander in 1990 and most recently served as Executive Vice President supervising Santander business in the United States until 2009, when he retired. Mr. de Las Heras is also the Chairman of Santander Bancorp, Puerto Rico, Banco Santander International, Miami, Santander Trust & Bank (Bahamas) Limited, and Banco Santander (Suisse). Prior to joining Santander, Mr. de Las Heras held various positions at JP Morgan, most recently as Senior Vice President and Managing Director heading its Latin American division. He served as a director of First Fidelity Bancorporation until its merger with First Union. From 1993 to 1997, Mr. de Las Heras served on the New York State Banking Board. He is a director and past chairman of the Foreign Policy Association and a Trustee and past chairman of the Institute of International Bankers. Mr. de Las Heras has a law degree from the University of Madrid and as a Del Amo Scholar pursued postgraduate studies in Business Administration and Economics at the University of Southern California. Mr. de Las Heras has extensive knowledge and experience in international finance, and we believe he is qualified to serve on our board.

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Alberto Sánchez, Vice Chairman

Mr. Sánchez has served as a director since December 2006. Mr. Sánchez has served as a Director of SHUSA and SBNA since January 2009, when they were Sovereign Bancorp and Sovereign Bank, respectively. Mr. Sánchez is the Head of Strategy and Specialty Finance of the U.S. for Banco Santander. Since 1997, Mr. Sánchez has held the following positions within the Santander organization: Head of Equity Research, Head of Latin American Equities, and Head of Spanish Equities and Macroeconomics Research. Previously he was a Senior Managing Director at Bear Stearns (now JP Morgan) and a Managing Director at Deutsche Bank. Mr. Sánchez serves as a director and Vice Chairman of Santander Consumer USA Inc. He also serves as a Board Member of the Greenwich Village Orchestra, the Concert Artists Guild, the Brooklyn Academy of Music and the President’s Council of the Development and University Relations Department of Fordham University. Mr. Sánchez holds a master’s of International Political Economy & Development from Fordham University and a law degree from the Universidad Complutense de Madrid. Mr. Sánchez has extensive knowledge and experience in international finance, and we believe he is qualified to serve on our board.

Thomas G. Dundon, Director

Mr. Dundon’s biography is included under “— Executive Officers” above. Mr. Dundon has extensive knowledge and experience in consumer finance, and we believe he is qualified to serve on our board.

Juan Carlos Alvarez, Director

Mr. Alvarez has served as a director since December 2011. Mr. Alvarez is the Chief Financial Officer of SHUSA and a Senior Executive Vice President of SBNA and is a member of the SHUSA Executive Management Committee. Mr. Alvarez served as the Corporate Treasurer of SBNA from 2009 to 2013, Global Head of Treasury and Investments for Santander International Private Banking Unit from 2006 to 2009, and Head of Treasury and Investments for Santander Suisse since 2000. Mr. Alvarez is a CFA charterholder. Mr. Alvarez earned his B.B.A. in Accounting and Finance from Tulane University and his master of science in finance from George Washington University. Mr. Alvarez has extensive knowledge and experience in global markets, and we believe he is qualified to serve on our board.

Roman Blanco, Director

Mr. Blanco has served as a director since November 2013. He is the Santander US Country Head, President and Chief Executive Officer of SHUSA and SBNA, and a member of the SHUSA Executive Management Committee. He was an executive at Banco Santander Brazil from 2004 to 2007, Santander’s country head in Colombia from 2007 to 2012, and head of Santander Puerto Rico from 2012 to 2013. Prior to joining Santander, he worked for consulting firm McKinsey & Co. for thirteen years, most recently as a senior partner specializing in the financial sector. He holds a civil engineering degree and an MBA from Carnegie Mellon University. Mr. Blanco has extensive global financial experience, and we believe he is qualified to serve on our board.

Stephen A. Ferriss, Director

Mr. Ferriss was appointed a director in November 2013 and serves as the Chairman of our Audit Committee. He has served as a director to the SHUSA and SBNA Boards since 2012, serves as the chairman of the SHUSA and SBNA Audit Committees, and is a member of SBNA’s Bank Secrecy Act/Anti-Money Laundering Oversight Committee. He is the senior independent director and chairman of the Nominations Committee for Management Consulting Group PLC, London, a publicly traded company on the London Stock Exchange. He also has served as a Board member of Iberchem in Madrid, Spain since 2007, and previously served as a Board member of Santander Bancorp and Banco Santander Puerto Rico from 2002 to 2010 and as a member of the Audit Committee of those companies from 2004 to 2010. He previously served as President and Chief Executive Officer of Santander Investment Securities Inc. from 1999 to 2002 and held various roles at Bankers Trust (now Deutsche Bank Alex. Brown), including managing director and partner of

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the Bankers Trust Global Investment Bank in London and New York. Mr. Ferriss has a B.A. from Columbia College and an M.I.A. from Columbia University School of International Affairs. Mr. Ferriss brings extensive global experience to the Board as a result of these positions, and we believe he is qualified to serve on our board.

Matthew Kabaker, Director

Mr. Kabaker joined Centerbridge Partners, L.P. in 2011 and focuses on investments in financial services, institutions and assets in the United States and Europe. Mr. Kabaker also currently serves as a director of Focus Financial LLC. Prior to joining Centerbridge Partners L.P., Mr. Kabaker was a Senior Advisor to Treasury Secretary Timothy Geithner and the Deputy Assistant Secretary for Capital Markets at the U.S. Treasury Department in Washington, D.C. Prior to joining the U.S. Treasury Department in 2008, Mr. Kabaker was a Managing Director at Blackstone where he worked in the firm’s private equity business in New York and London for over 10 years. While at Blackstone, Mr. Kabaker focused on investments in the financial services and retail sectors. Mr. Kabaker earned a B.A. in Philosophy, Politics, and Economics from the University of Pennsylvania. Mr. Kabaker serves on the Board of Directors of Aktua Soluciones Financieras, S.L. and Santander Consumer USA Inc., and we believe he is qualified to serve on our board.

Tagar C. Olson, Director

Mr. Olson has served as a director since January 2012. Mr. Olson is a Member of the general partner of KKR & Co. L.P. (NYSE: KKR), the parent company of Kohlberg Kravis Roberts & Co. L.P., where he is head of KKR’s financial services industry team within its private equity platform. Mr. Olson also serves as a Director of Alliant Insurance Services, Inc., First Data Corporation and Visant Corp. Prior to joining KKR in 2002, Mr. Olson was with Evercore Partners Inc., in their private equity and mergers and acquisition practices. He graduated summa cum laude from the University of Pennsylvania’s Management and Technology dual-degree program, where he received his B.S.E. from The Wharton School and his B.A.S. from the School of Engineering and Applied Science. Mr. Olson has extensive knowledge and experience in financial services and private equity, and we believe he is qualified to serve on our board.

Javier San Felix, Director

Mr. San Felix has served as a director since 2013, and from 2006 until 2012. Mr. San Felix has been a Senior Executive Vice President of Santander in charge of the Retail and Commercial Banking business since May 2013. Prior to serving as a director, he was the Chief Executive Officer of Banesto from May 2012 until its merger into Santander. From 2008 to 2012, Mr. San Felix was Senior Executive Vice President of Santander Consumer Finance, responsible for Non-Euro Markets including the United States. He served in various other roles for Santander Consumer Finance from 2004 to 2008, and previously was a senior partner with McKinsey & Company. Mr. San Felix has a degree in Business Administration from Universidad Pontificia Comillas and an M.B.A. from the University of California, Los Angeles. Mr. San Felix has extensive international financial services experience, and we believe he is qualified to serve on our board.

Juan Andres Yanes, Director

Mr. Yanes has served as a director since December 2011. Mr. Yanes has also served as a director of SHUSA and SBNA since September 2009. Mr. Yanes is the Chief Risk Officer of SHUSA and SBNA, a Senior Executive Vice President of SHUSA and SBNA, and a member of the SHUSA Executive Management Committee and previously served as the Chief Corporate Officer of Santander USA. Mr. Yanes joined the Santander organization in 1991 and was involved in Investment Banking, Corporate Finance, and Financial Markets until 1999. Mr. Yanes has extensive knowledge and experience in financial market risk, and we believe he is qualified to serve on our board.

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Daniel Zilberman, Director

Mr. Zilberman has served as director since January 2012. Mr. Zilberman is a Partner of Warburg Pincus & Co., a Managing Director of the private equity firm Warburg Pincus LLC and leads the firm’s European financial services and special situations practice. Mr. Zilberman also serves as a director of Primerica Inc., Aeolus Re, and The Mutual Fund Store and is an observer on the board of Sterling Financial. Prior to joining Warburg Pincus, Mr. Zilberman worked at Evercore Capital Partners and Lehman Brothers. Mr. Zilberman holds his MBA from The Wharton School at the University of Pennsylvania and a bachelor’s degree in International Relations with honors from Tufts University. Mr. Zilberman has extensive knowledge and experience in investments in the financial services sector, and we believe he is qualified to serve on our board.

Composition of the Board of Directors

Upon the closing of this offering, we will have eleven directors and one vacant director position. We intend to avail ourselves of the “controlled company” exception under applicable stock exchange rules, which eliminates the requirements that we have a majority of independent directors on our board of directors and that we have compensation and nominating/corporate governance committees. We will be required, however, to have an audit committee with one independent director during the 90-day period beginning on the date of effectiveness of the registration statement filed with the SEC in connection with this offering and of which this prospectus is part. After such 90-day period and until one year from the date of effectiveness of the registration statement, we will be required to have a majority of independent directors on our audit committee. Thereafter, we will be required to have an audit committee comprised entirely of independent directors.

If at any time we cease to be a “controlled company” under stock exchange rules, the board of directors will take all action necessary to comply with the applicable stock exchange rules, including appointing a majority of independent directors to the board of directors and establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

Director Independence

Our board of directors has determined that, under NYSE listing standards and taking into account any applicable committee standards, Mr. Ferriss is an independent director. Subject to the Shareholders Agreement, because of the percentage of our voting stock that our Principal Stockholders will continue to own following the offering, under NYSE listing standards, we will qualify as a “controlled company” and, accordingly, are exempt from its requirements to have a majority of independent directors.

Committees of the Board of Directors

Audit Committee. The members of the Audit Committee are Messrs. Ferriss, de Las Heras, Olson and Sanchez. Mr. Ferriss has been determined by our board of directors to be an “independent” director, as defined under the rules of the NYSE and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). Mr. Ferriss is the chairman of the committee, is an “audit committee financial expert,” as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act, and possesses financial sophistication, as defined under the rules of the NYSE. Each member of the audit committee is financially literate. The Committee is responsible for, among other things:

• reviewing our financial statements and public filings that contain financial statements, significant accounting policies changes, material weaknesses and significant deficiencies identified by outside auditors, if any, and risk management issues;

• monitoring and assessing our compliance with legal and regulatory requirements, our financial reporting processes and related internal control systems, and the performance of our internal audit function;

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• appointing our outside auditors and monitoring their independence, qualifications, compensation, and performance; and

• preparing the Audit Committee report for inclusion in our proxy statement for our annual meeting.

Board Enterprise Risk Committee. The members of the Board Enterprise Risk Committee are Messrs. Kabaker, Sanchez and Yanes. The Board Enterprise Risk Committee assists the Board in oversight responsibilities with respect to enterprise, credit, operational, market, liquidity, reputational, legal, regulatory, and compliance risk.

As a “controlled company,” we do not currently intend to establish a separate compensation or nominating and corporate governance committee, and compensation and nominating/corporate governance functions will be managed by the full board of directors until the rules change, we cease to be a “controlled company,” or we otherwise determine to do so.

Code of Business Conduct and Ethics

Our board of directors has adopted a code of business conduct and ethics (which we refer to as the “Code of Ethics”) that applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. The Code of Ethics is available free of charge upon written request to Corporate Secretary, Santander Consumer USA Inc., 8585 North Stemmons Freeway, Suite 1100-N, Dallas, Texas 75247. If we amend or grant any waiver from a provision of our Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on our website and as required by applicable law, including by filing a Current Report on Form 8-K.

Board Leadership Structure

Our board of directors does not have any formal policy on whether the same person should serve as both the Chief Executive Officer and Chairman of the Board, as the board of directors believes that it should have the flexibility to make this determination at any given point in time in the way that it believes best to provide appropriate leadership for us at that time. Our board of directors has not separated the positions of Chairman of the Board and Chief Executive Officer, and both positions are currently held by Mr. Dundon. Our board of directors does not currently have a “Lead Director.” The board of directors believes that this serves us well by creating a critical link between management and our board of directors, enabling our board of directors to perform its oversight function with the benefits of management’s perspectives on the business, facilitating communication between our board of directors and our senior management, and providing our board of directors with direct oversight of our business and affairs.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the material elements of compensation awarded to, earned by, or paid to each of our executive officers who are included in the Summary Compensation Table, who we collectively refer to as our “named executive officers” or “NEOs” and focuses on the information contained in the following tables and related footnotes primarily for the fiscal year ended December 31, 2013 and, as such, neither this Compensation Discussion and Analysis nor the information in the following tables and related footnotes give effect to the Reorganization that will occur in fiscal year 2014, pursuant to which, immediately prior to the closing of this offering, SCUSA Merger Sub will merge with and into SCUSA Illinois, with SCUSA Illinois continuing as the surviving corporation and a wholly owned subsidiary and operating company of Santander Consumer USA Holdings Inc. In the merger, all of the outstanding shares of common stock of SCUSA Merger Sub and equity-based awards will be converted into shares and awards in respect of shares, as applicable, of Santander Consumer USA Holdings Inc. common stock on a 2.6665 for 1.00 basis. See “Reorganization.”

For the fiscal year ended December 31, 2013, our NEOs were: (i) Thomas G. Dundon, Chief Executive Officer; (ii) Jason A. Kulas, President and Chief Financial Officer; (iii) Jason W. Grubb, Chief Operating Officer; (iv) Eldridge A. Burns, Jr., Chief Legal Officer and General Counsel; and (v) Richard Morrin, EVP, New Business.

Philosophy and Objectives of Our Executive Compensation Program. The fundamental principles that Santander and we follow in designing and implementing compensation programs for the NEOs are to:

• attract, motivate, and retain highly skilled executives with the business experience and acumen necessary for achieving our long-term business objectives;

• link pay to performance;

• align, to an appropriate extent, the interests of management with those of our stockholders; and

• support our core values, strategic mission, and vision.

We aim to provide a total compensation package that is comparable to that of other financial institutions in the geographic area in which the NEOs are located, taking into account publicly available information considered by our Chief Executive Officer and Chief Human Resources Officer; however, we did not engage in formal market or industry benchmarking in fiscal year 2013. Within this framework, SCUSA considers each component of each NEO’s compensation package independently; that is, SCUSA does not evaluate what percentage each component comprises of the total compensation package.

SCUSA took into account individual performance, level of responsibility, and track record within the organization in setting each named executive officer’s compensation for fiscal year 2013.

Process for Determining Executive Compensation

SCUSA Board of Directors. Our board of directors has oversight of, among other things, adoption, modification or termination of the terms within our executive equity-based incentive plan in which our NEOs participate and approval of amounts paid to the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer under the executive incentive program. Our board of directors also sets compensation for our Chief Executive Officer.

SCUSA Human Resources Department. Our human resources department has the authority and responsibility to oversee management performance reviews, and to prepare the management bonus pools for presentation to our board of directors. Our Executive Committee (which includes all of our NEOs), in partnership with our human resources department, also approves individual bonus awards to the extent that our board of directors delegates such powers and responsibilities.

SCUSA Management. Our Chief Executive Officer collaborates with our Chief Human Resources Officer in setting compensation for all of our NEOs other than our Chief Executive Officer.

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Santander. While our NEOs were eligible to participate in Santander’s Performance Shares Plan in fiscal year 2013, no awards were granted to the NEOs under the Performance Shares Plan in fiscal year 2013, and no awards are anticipated to be granted to the NEOs under the Performance Shares Plan in the future.

Benchmarking and Independent Compensation Consultant. We did not engage in market or industry benchmarking in fiscal year 2013 with respect to the compensation of the NEOs. In addition, neither we nor our board of directors engaged a compensation consultant in fiscal year 2013.

Principal Components of Executive Compensation

For fiscal year 2013, the compensation that we paid to our NEOs consisted primarily of base salary and short- and long-term incentive opportunities, as we describe more fully below. In addition, the NEOs are eligible for participation in company-wide welfare benefits plans, and we provide the NEOs with certain welfare benefits and perquisites not available to our employees generally.

Base Salary

Base salary represents the fixed portion of each NEO’s compensation and is intended to provide compensation for expected day-to-day performance. The base salaries of the NEOs were generally set in accordance with each NEO’s employment agreement, each of which was entered into prior to fiscal year 2013. See “— Employment Agreements with Named Executive Officers.” While each NEO’s employment agreement provides for the possibility of increases in base salary, annual increases are not guaranteed. No NEO received an increase in annual base salary in fiscal year 2013, however, our board of directors has approved the following base salary increases for fiscal year 2014 for Messrs. Dundon, Kulas, Grubb, and Burns, to retain these key executives and to reflect the increased responsibility relating to their roles with respect to a public company:

Name	2013 Base Salary		2014 Base Salary
Thomas Dundon	$	1,500,000	$	2,625,000
Jason Kulas	$	400,000	$	890,000
Jason Grubb	$	350,000	$	550,000
Eldridge Burns	$	240,000	$	260,000

Short-Term Incentive Compensation

Discretionary Bonuses

In certain cases, we award discretionary bonuses to the NEOs to motivate and reward outstanding performance. These awards permit us to apply discretion in determining awards rather than considering specific performance goals that may inadvertently reward inappropriate risk-taking. No discretionary bonuses were granted in fiscal year 2013.

Retention Bonuses

On June 28, 2013, we executed retention bonus letters with certain executives, including each of our NEOs with the exception of Mr. Dundon. Each retention bonus letter provides for a lump sum cash bonus payable within five days following the date of the retention bonus letter, subject to withholding for applicable income and payroll taxes or otherwise as required by law. The retention bonus is subject to claw-back in the event that, prior to February 28, 2015, the executive voluntarily terminates employment with the Company or in the event that, prior to February 28, 2015, the executive’s employment is terminated by the Company for cause (as defined in the Management Equity Plan). If such termination occurs prior to February 28, 2014, the executive will be required to repay to the Company the net amount of the retention bonus, and if such termination occurs after February 28, 2014 and prior to February 28, 2015, the executive will be required to repay to the Company 50% of the net amount of the retention bonus. After the retention bonuses were granted, we provided for a tax gross-up with respect to the federal, state and local taxes paid by each of the NEOs in connection with their retention bonuses.

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The amounts paid to each of the following NEOs under the retention bonus letters, and the amounts of the subsequently-issued tax gross-ups, are set forth in the table below:

Named Executive Officer	Value of Retention Bonus ($)		Value of Tax Gross-Up ($)
Jason Kulas	$	200,000	$	75,930
Jason Grubb	$	175,000	$	65,606
Eldridge Burns	$	120,000	$	44,211
Richard Morrin	$	150,000	$	55,616

SCUSA Executive Incentive Program

We provide annual short-term cash incentive opportunities for the NEOs in the form of the SCUSA Executive Incentive Program (“EIP”) to reward the NEOs for their efforts towards achievement of corporate performance objectives, as well as to reinforce key cultural behaviors used to achieve short-term and long-term success. The EIP was approved by our board of directors, on the recommendation of our Executive Committee, on May 17, 2011. Each of the NEOs participated in the EIP in fiscal year 2013 and were eligible for a target annual bonus equal to 100% of each such NEO’s annual base salary. Messrs. Dundon and Kulas received a 2013 EIP bonus equal to 250% of their respective annual base salaries, Mr. Grubb received a 2013 EIP bonus equal to 186% of his annual base salary, Mr. Burns received a 2013 EIP bonus equal to 108% of his annual base salary and Mr. Morrin received a 2013 EIP bonus equal to 100% of his annual base salary. Our board of directors has approved target annual bonus levels under the EIP for fiscal year 2014 equal to 100% of annual base salary for each of our NEOs.

Achievement under the EIP was determined by reference to the Company’s overall projected performance goals from year to year. The budgeted goal for net income for 2013 was $675,047,000 – which provided the most exact and quantitative measure of the Company’s performance. Other performance goals critical to a strong performance were more qualitative and less easily measured (i.e., driving revenue-producing opportunities, sourcing of new loans and management of expenses). Our Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer and our board of directors annually review the appropriateness of the performance goals used in the EIP with respect to the degree of difficulty in achieving such goals, and determine whether there is a sufficient balance of degree of difficulty and potential reward for the NEOs. There is no specific weight given to any one performance goal, and the executives and our board of directors have the flexibility to consider a wide variety of performance goals (including performance goals not enumerated above), as they determine appropriate throughout the year in reaching their final conclusion as to achievement under the EIP. In making the EIP bonus determinations for fiscal year 2013, our board of directors reviewed our overall performance, including our projected net income results for fiscal year 2013, which was approximately $685 million. Our board of directors, with recommendations from our Chief Executive Officer (other than with respect to the Chief Executive Officer), then considered aspects of each NEO’s overall individual performance during the performance period (including, but not limited to, performance in the execution of Company goals and objectives, commitment to the Company’s core values, contributions to retention of workforce, and ability to identify and address cross-departmental concerns) and after considering all of the different factors, determined the actual EIP bonuses on an individual-by-individual basis without giving specific weight to any particular Company-wide or individual goals. In making the EIP bonus determinations for fiscal year 2013, our board of directors reviewed the NEOs’ individual performance during the performance period and made the following determinations:

• Mr. Dundon made significant contributions to the overall performance of the Company, including his critical contributions to the successful roll-out of Chrysler Capital, and exceeded expectations in his role as a driver of technology and financial strategies, and by demonstrating strong leadership.

• Mr. Kulas exceeded expectations in his contributions to the Company’s technology and financial strategies, and demonstrated strong leadership in connection with the initial public offering process.

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• Mr. Grubb exceeded expectations by strategically directing and guiding the Company toward innovative solutions within the Company’s operational segments.

• Mr. Burns made notable contributions toward identifying and addressing cross-departmental concerns, specifically in connection with the initial public offering process.

• Mr. Morrin was critical to the successful roll-out of Chrysler Capital and further met expectations by facilitating the execution of Company goals and objectives and in his commitment to the Company’s core values.

The amounts paid under the SCUSA EIP are reflected in the “Non-Equity Incentive Plan Compensation” column of the “— Summary Compensation Table.”

Our NEOs have previously been required to defer a portion of their annual bonus. See “— Santander’s Management Board Compensation Policy and Identified Staff Plan.”

Medium- and Long-Term Incentive Compensation

Performance Shares Plan

The Performance Shares Plan is sponsored by Santander, and is a means for providing medium- and long-term incentive compensation for selected executives across its global platform. Santander developed the Performance Shares Plan to align the interests of Santander’s executives with those of its stockholders by encouraging stock ownership among its executives. The Performance Shares Plan generally consists of a multi-year plan under which Santander may award a participant a number of restricted shares of Santander common stock based on Santander’s performance during a specific three-year performance cycle. For fiscal year 2013, each of our NEOs (other than Richard Morrin) was eligible to participate in the Performance Shares Plan; however, no awards were granted to the NEOs under the Performance Shares Plan in fiscal year 2013, though the NEOs had the opportunity to vest in certain awards that were made in previous years as described below. SCUSA no longer participates in the Performance Shares Plan; accordingly, no awards will be granted to the NEOs under the Performance Shares Plan in the future.

Awards under the Performance Shares Plan relate to three-year performance cycles, with the payout of shares occurring no later than July 31st of the year following the end of the applicable cycle. Each of the NEOs (other than Richard Morrin) participated in the cycle covering performance for fiscal years 2010 through 2012 (which cycle had a payout date of no later than July 31, 2013).

The maximum number of shares that each participant is eligible to receive under each cycle was determined at the beginning of the cycle entirely at the discretion of our Executive Committee, based on the participant’s position within the Company. A percentage of the maximum number of shares vest in accordance with pre-established Santander total stockholder return (“TSR”) goals compared to a peer group of the world’s largest financial institutions chosen by Santander in its sole discretion on the basis of market capitalization, geographic location, and the nature of the businesses. We did not have any input into the selection of the peer group and are not informed of the specific peer group. Restrictions on shares lapse, and shares are delivered to the NEOs under the Performance Shares Plan, based on Santander’s performance over the three-year cycle, provided that the NEO remains continuously employed at Santander or a subsidiary through June 30 of the year following the end of the applicable cycle. In the event that the NEO’s employment is terminated prior to June 30 of the year following the end of the applicable cycle, and such termination is due to retirement, involuntary termination, unilateral waiver by the NEO for good cause (as provided under Spanish law), unfair dismissal, forced leave of absence, permanent disability or death, restrictions will lapse as to a prorated portion of the restricted shares, based on the number of days that the NEO was employed during the applicable cycle.

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The TSR goals and the associated possible percentages of restricted shares awarded that the NEOs may have earned under the Performance Shares Plan with respect to the 2010-2012 performance cycles are as follows:

Santander’s position in the TSR ranking	Percentage of Award Earned (2009- 2011 Performance Cycle)			Percentage of Award Earned (2010- 2012 Performance Cycle)
1st to 5th		100.0	%		100.0	%
6th		82.5	%		82.5	%
7th		65.0	%		65.0	%
8th		47.5	%		47.5	%
9th		30.0	%		30.0	%
10th or below		0	%		0	%

The maximum number of shares payable to the NEOs under the Performance Shares Plan in fiscal year 2013, with respect to the 2010-2012 performance cycle, is set forth in the table below:

Named Executive Officer	Number of Shares Delivered
Thomas Dundon		37,080
Jason Kulas		17,745
Jason Grubb		13,150
Eldridge Burns		7,278

For fiscal year 2013, Santander’s position in the TSR ranking was 10th or below. Accordingly, no shares were delivered under the Performance Shares Plan during 2013.

SCUSA 2011 Management Equity Plan

We have adopted the Management Equity Plan, which granted stock option awards in view of our potential initial public offering, with the intention of aligning key employees’ interests with those of the Company. Under the Management Equity Plan, eligible Company employees and directors (including the NEOs) may receive nonqualified stock options to purchase SCUSA common stock with an exercise price of at least the fair market value of SCUSA common stock on the date of grant. The Management Equity Plan also provides for the grant of premium priced stock options, which are granted with a per share exercise price in excess of the fair market value of SCUSA common stock on the date of grant. In addition to participation in the Management Equity Plan, certain members of senior management purchased shares of SCUSA common stock at fair market value.

Grants may be in the form of time-vesting options (with vesting based on continued service with SCUSA), or in the form of performance-vesting options (with vesting based on continued service with SCUSA and the achievement of performance targets relating to SCUSA’s return on equity). Vesting of awards under the Management Equity Plan is generally subject to acceleration upon a change in control. See “— Potential Payments upon Termination or Change in Control” below and “— Equity Compensation Plans Information.”

None of our NEOs were, or are expected to be, granted stock options in fiscal year 2013.

SCUSA Omnibus Incentive Plan

We have adopted the Omnibus Incentive Plan, which provides for the grant of nonqualified and incentive stock options, SARs, restricted stock awards, restricted stock units and other awards that may be settled in or based upon the value of our common stock to eligible officers, employees, directors and consultants. The purpose of the Omnibus Incentive Plan is to give us a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants and to provide a means whereby officers, employees, directors and consultants can acquire and maintain ownership of our common stock or be paid incentive compensation measured by reference to the value of our common stock, strengthening their commitment to us and our affiliates and promoting an identity of interest between our stockholders and the recipient of awards under the Omnibus

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Incentive Plan. Vesting of awards under the Omnibus Incentive Plan is generally subject to acceleration upon a change in control. See “— Potential Payments upon Termination or Change in Control” and “— Our Equity Incentive Plans,” below.

Messrs. Dundon, Kulas and Grubb were granted restricted shares in fiscal year 2013 in order to reward these NEOs for their contributions to the Company in 2013. In order to provide additional retention to Mr. Dundon, given his expansive experience in our business, our board of directors determined that it was in the best interests of the Company to grant Mr. Dundon a restricted share grant that was greater than those received by the other two NEOs. The restricted shares vest ratably over five years, subject to continued employment. If the NEO’s employment is terminated for any reason other than death, disability or by the Company without cause, the restricted shares will be forfeited. If the NEO’s employment is terminated due to death, disability or by the Company without cause, the restricted shares will vest in full. The restricted shares will also vest in full upon a change in control; provided, that, a change in control will not be deemed to occur as a result of the offering or related transactions (including the Reorganization). These NEOs were granted the following restricted shares in fiscal year 2013:

Named Executive Officer	Restricted Shares
Thomas Dundon		143,589
Jason Kulas		64,615
Jason Grubb		10,769

Santander’s Management Board Compensation Policy and Identified Staff Plan

Under Santander’s Management Board Compensation Policy and Identified Staff Plan, certain executive officers, including Messrs. Dundon, Kulas and Grubb, had been required to defer a portion of their annual bonuses for the fiscal years 2010 and 2011. The percentage of annual bonus that was required to be deferred was based on each NEO’s total bonus earned.

With the exception of certain bonus deferrals made by Mr. Dundon, all amounts deferred under the Santander’s Management Board Compensation Policy and Identified Staff Plan are payable in Santander common stock, in three equal installments on each anniversary of the date of the deferral. Mr. Dundon’s deferred annual bonus with respect to fiscal year 2011 is payable one half in cash and one half in Santander common stock, in three equal installments on each anniversary of the date of deferral. Receipt of deferred bonus payments is contingent on the NEO remaining employed through the applicable payment date and subject to there being no: (i) deficient financial performance by Santander during that period, (ii) poor conduct by the participant (with respect to 2010 bonus deferrals only), (iii) breach or falsification by the participant in violation of the internal risk rules, (iv) material restatement of the entity’s financial statements and (v) significant variation in the economic capital or in the qualitative valuation of risks. Accordingly, amounts with respect to 2010 bonus deferrals are payable one-third in each of 2012, 2013 and 2014, and amounts with respect to 2011 bonus deferrals are payable one-third in each of 2013, 2014 and 2015. Once received, shares of Santander common stock are subject to a one-year holding requirement.

Other Compensation

In addition to the benefits that all of our employees are eligible to receive, the NEOs are eligible for certain other benefits and perquisites. For fiscal year 2013, the additional benefits and perquisites included a car allowance, SCUSA employer matching contributions to SCUSA’s qualified defined contribution retirement plan (i.e., 401(k) Plan), and annual premiums for executive disability benefits. These benefits and perquisites are generally consistent with those paid to similarly situated SCUSA executives. Mr. Dundon’s perquisites also include parking and toll expenses, financial planning expenses (including tax preparation services, accounting services and financial advisory and planning services), legal and estate planning expenses, medical reimbursements, and personal use of reward points earned on the Company credit card in connection with payment of corporate expenses.

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We pay certain expenses incurred by Mr. Dundon in the operation of his private plane when used for SCUSA business within the contiguous 48 states of the United States. Under this practice, payment is based on a set flight time hourly rate, and the amount of our reimbursement is not subject to a maximum cap per fiscal year. During fiscal year 2013, the average flight time hourly rate was approximately $5,400, and accordingly, we paid approximately $496,000 to Meregrass Company, a 135 charter company that manages this operation, under this practice.

Retirement Benefits

Each of the NEOs is eligible to participate in SCUSA’s qualified defined contribution retirement plan (i.e., 401(k) Plan) under the same terms as other eligible SCUSA employees. SCUSA provides these benefits in order to foster the development of the NEOs’ long-term careers with the Company. We do not provide defined benefit pension benefits, or nonqualified or excess retirement benefits to any of our NEOs.

Employment Agreements

We have entered into employment agreements with each of the NEOs, establishing key elements of compensation that differ from our standard plans and programs and that facilitate the creation of covenants, such as those prohibiting post-employment competition or solicitation by the NEOs. We believe that these agreements provide stability to SCUSA and further our overarching compensation objective of attracting and retaining the highest quality executives to manage and lead us. See “— Employment Agreements with Named Executive Officers.”

Tax Considerations

We intend to seek to maximize deductibility for tax purposes (including under Section 162(m) of the Code) of all elements of compensation of the NEOs, from and after the time that our compensation programs become subject to Section 162(m) of the Code (“Section 162(m)”). Pursuant to the transition provisions under Section 162(m), certain compensation arrangements that were entered into by a corporation before it was publicly held may not be subject to the deductibility limits for a period of approximately three years following the consummation of a public offering. Prior to such time as our compensation programs become subject to Section 162(m), we intend to review our compensation plans in light of applicable tax provisions and revise them as necessary to maximize deductibility. However, the Company and our board of directors will take into consideration a multitude of factors in making executive compensation decisions and may, in certain circumstances, approve compensation arrangements that do not qualify for maximum deductibility.

Compensation in Connection with this Offering

Adoption of SCUSA Omnibus Incentive Plan and Equity Grants

In advance of the offering, we have adopted the Omnibus Incentive Plan, which we expect to continue to use following this offering. We have also granted restricted shares to Messrs. Dundon, Kulas and Grubb in order to reward them for their contributions to the Company in 2013. See “— SCUSA Omnibus Incentive Plan” above and “— Our Equity Incentive Plans,” below.

Accelerated Vesting of Outstanding Equity Awards

Effective as of, and subject to the occurrence of, this offering (and contingent on their continued employment through the offering), our board of directors has approved the acceleration of the vesting of all stock options previously granted under the Management Equity Plan held by Messrs. Dundon, Kulas and Grubb (including the waiver of performance conditions), with the shares underlying such options to be subject to amended transfer restrictions resulting in a portion of the shares received upon exercise of such options being transferable earlier than currently contemplated by the management equity arrangements, and other portions of the shares received upon exercise of such options being transferable later than currently contemplated. In

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addition, the options that are vested in accordance with the first sentence of this section will be forfeited if the employment of the applicable NEO terminates prior to the date that the options would have vested in the ordinary course under the current management equity arrangements. Our board of directors has also approved the amendment effective as of, and subject to the occurrence of the offering (and contingent on their continued employment through the offering) of the management equity arrangements previously granted under the Management Equity Plan with each of Messrs. Burns and Morrin whereby certain transfer restrictions with respect to shares underlying a portion of their outstanding vested and unvested options will be waived and transfer restrictions with respect to shares underlying other portions of the outstanding options held by Messrs. Burns and Morrin will be extended.

The Management Equity Plan requires that the remaining shares available under the Management Equity Plan be granted in connection with an initial public offering; however, our board of directors has approved the amendment of the Management Equity Plan in connection with, and immediately prior to, this offering to provide that shares available under the Management Equity Plan that remain available at the consummation of the initial public offering will remain available for grant under the Management Equity Plan.

Compensation Following This Offering

We anticipate that our NEOs will continue to be subject to employment agreements that are substantially similar to their existing employment agreements which are described herein. It is also anticipated that our current NEOs will hold substantially similar positions following the offering.

While we are still in the process of determining specific details of the compensation program that will take effect following the offering, it is anticipated that our compensation program following the offering will be based on the same principles and designed to achieve the same objectives as our current compensation program. In addition, in connection with the offering, we intend to adopt a written annual bonus plan, described below, which will be used following this offering.

Equity Grants

Our board of directors has approved a grant of stock options to Messrs. Dundon, Kulas and Grubb pursuant to the Management Equity Plan, which grant will be made and will be effective on the date on which the underwriting agreement in connection with this offering is executed, this registration statement becomes effective and the initial public offering price of our common stock in this offering is determined, and will be made with an exercise price equal to the initial public offering price of our common stock in this offering. Our board of directors approved this grant in order to reward the NEOs for their performance during the initial public offering process and to provide additional retention.

Adoption of Senior Executive Annual Bonus Plan

In connection with this offering, we intend to adopt the following written annual bonus plan, which is expected to have the following material terms.

The Senior Executive Bonus Plan, is intended to provide an incentive for superior work and to motivate covered key executives toward even greater achievement and business results, to tie their goals and interests to those of ours and our stockholders and to enable us to attract and retain highly qualified executives.

The Senior Executive Bonus Plan is a performance-based bonus plan under which our designated key executives, including our executive officers, will be eligible to receive bonus payments with respect to a specified period (for example, our fiscal year). Bonuses generally will be payable under the Senior Executive Bonus Plan upon the attainment of pre-established performance goals. Notwithstanding the foregoing, we may pay bonuses (including, without limitation, discretionary bonuses) to participants under the Senior Executive

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Bonus Plan based upon such other terms and conditions as the board of directors or a committee of the Company’s board of directors, which we refer to as the Administrator, may in its discretion determine.

Performance goals under the Senior Executive Bonus Plan may relate to one or more corporate business criteria with respect to us or any of our subsidiaries, including but not limited to: sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis (basic or fully diluted); return on equity, capital or assets; one or more operating ratios such as earnings before interest, taxes and/or depreciation and amortization; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; free cash flow, cash flow, return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; stock price; earnings per share; shareholder return; sales of particular products or services; customer acquisition or retention; acquisitions and divestitures (in whole or in part); economic value added; strategic business criteria consisting of one or more objectives based on meeting specific market penetration, geographic business expansion goals, facility construction or completion goals, geographic facility relocation or completion goals, cost targets, customer satisfaction, supervision of litigation or information technology; joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings, any of which may be measured either in absolute terms or as compared to any incremental increase or decrease, or as compared to results of a peer group.

The payment of a bonus to a participant pursuant to the Senior Executive Bonus Plan is generally conditioned on continued employment of such participant through the last day of the performance period; however, the Administrator may make exceptions to this requirement in its sole discretion, including, without limitation, in the case of a participant’s termination of employment, retirement, death or disability, or as may be required by an individual employment or similar agreement.

The Senior Executive Bonus Plan is administered by the Administrator. The Administrator will select the participants in the Senior Executive Bonus Plan and the performance goals to be utilized with respect to the participants, establish the bonus formulas for each participant’s annual bonus, and certify whether any applicable performance goals have been met with respect to a given performance period. We may amend or terminate the Senior Executive Bonus Plan at any time in our sole discretion. Any amendments to the Senior Executive Bonus Plan will require stockholder approval only to the extent required by applicable law, rule or regulation.

Summary Compensation Table

The following summary compensation table sets forth the total compensation paid or accrued for the years ended December 31, 2012 and December 31, 2013, for each individual who served as our Chief Executive Officer or Chief Financial Officer during fiscal year 2013, and our three other most highly compensated executive officers who were serving as executive officers on December 31, 2013.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)			Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(5)		Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)		All Other Compensation ($)(6)		Total ($)
Thomas G. Dundon, CEO		2013 2012		1,500,000 1,500,000		136,376 613,694	(2)		8,040,984 613,484	(4)		—   78,479,071		3,750,000 3,750,000		—   —		235,820 263,411		13,663,180 85,219,660
Jason A. Kulas, CFO		2013 2012		400,000 400,000		275,930 115,000	(3)		3,618,440 —	(4)		—   6,208,846		1,000,000 1,000,000		—   —		17,544 29,006		5,311,914 7,752,852
Jason W. Grubb, COO		2013 2012		350,000 350,000		240,606 100,000	(3)		603,064 —	(4)		—   5,551,138		650,000 650,000		—   —		12,381 12,381		1,856,051 6,663,519
Eldridge A. Burns Jr., CLO		2013 2012		240,000 240,000		164,211 —	(3)		—   —			—   2,394,083		260,000 325,000		—   —		12,015 12,413		676,226 2,971,496
Richard Morrin, EVP, New Business		2013 2012		255,000 255,000		205,615 230,000	(3)		—   —			—   1,604,828		255,000 255,000		—   —		19,755 28,320		735,370 2,373,148

(1) We base the amounts in this column on actual base compensation paid through the end of the applicable fiscal year.

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(2) Reflects a cash amount with respect to 2011 variable compensation that vests and becomes payable annually to Mr. Dundon in each of 2013, 2014 and 2015 pursuant to Santander’s Management Board Compensation Policy and Identified Staff Plan. See “— Santander’s Management Board Compensation Policy and Identified Staff Plan” and “— Outstanding Equity Awards at Fiscal 2013 Year End.”

(3) Reflects the cash retention amounts (and related tax gross-ups) paid to Messrs. Kulas, Grubb, Burns and Morrin in July 2013. See “— Retention Bonuses.”

(4) The value of the stock awards included in the Summary Compensation Table is based on the aggregate grant date fair value computed in accordance with ASC 718. For assumptions used in determining these values, see “— Determination of the Fair Value of Stock-based Compensation Grants.” See “Outstanding Equity Awards at Fiscal 2013 Year End” table for additional information regarding the vesting parameters that are applicable to these awards.

(5) Reflects amounts paid to the NEOs under the SCUSA EIP. See “— SCUSA Executive Incentive Program.”

(6) Includes the following amounts paid to or on behalf of the NEOs in fiscal year 2013:

	Car Allowance ($)		SCUSA Contribution to Defined Contribution Plan ($)		Club Memberships ($)		Financial Planning ($)		Estate Planning ($)		Legal Expenses ($)		Executive Disability Benefits ($)(b)			Medical Reimbursements ($)		Paid Parking and Tolls ($)		Total ($)
Thomas G. Dundon(a)		12,246		12,750		—		177,415		7,054		8,365		13,979	(c)		3,501		510		235,820
Jason A. Kulas		9,600		5,538		—		—		—		—		2,406			—		—		17,544
Jason W. Grubb		9,600		—		—		—		—		—		2,781			—		—		12,381
Eldridge A. Burns, Jr.		9,600		—		—		—		—		—		2,505			—		—		12,105
Richard Morrin		9,600		7,650		—		—		—		—		2,505			—		—		19,755

(a) The Company permits Mr. Dundon to use reward points earned on the Company credit card in connection with payment of corporate expenses for Mr. Dundon’s personal use.

(b) Amount listed represents the annual premiums paid by the Company for NEO executive disability benefits.

(c) Amount listed represents the annual premiums paid by the Company for Mr. Dundon’s executive disability benefits, inclusive of an additional rider.

Grants of Plan-Based Awards — 2013

Name	Grant Date	Estimated Possible Future Payouts Under  Non-Equity Incentive Plan Awards ($)(1)		All Other Stock Awards: Number of Shares of Stock or Units (#)(2)		Grant Date Fair Value of Stock and Option Awards ($)(3)
Thomas G. Dundon	February 2013		1,500,000
	December 2013				143,589		8,040,984
Jason A. Kulas	February 2013		400,000
	December 2013				64,615		3,618,440
Jason W. Grubb	February 2013		350,000
	December 2013				10,769		603,064
Eldridge A. Burns, Jr.	February 2013		240,000
Richard Morrin	February 2013		255,000

(1) The amounts set forth in this column reflect the target bonus opportunities for each of our NEOs pursuant to the SCUSA EIP for fiscal year 2013.

(2) The amounts set forth in this column reflect the restricted shares that were granted to certain of our NEOs in 2013 pursuant to the Omnibus Incentive Plan. Restricted shares vest ratably over five years, subject to continued employment.

(3) The value of the stock awards included in this column is based on the aggregate grant date fair value computed in accordance with ASC 718. For assumptions used in determining these values, see

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“— Determination of the Fair Value of Stock-based Compensation Grants.” See “Outstanding Equity Awards at Fiscal 2013 Year End” table for additional information regarding the vesting parameters that are applicable to these awards.

Outstanding Equity Awards at Fiscal 2013 Year End

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2)		Option Exercise Price ($)(3)		Option Expiration Date		Number of Shares or Units of Stock that have not Vested (#)			Market Value of Shares or Units of Stock that have not Vested ($)
Thomas G. Dundon		1,509,281		727,132		1,536,789		24.54		12/31/2021
		475,932		—		713,899		32.24		12/31/2021
												143,589	(4)		8,040,984	(7)
												8,356	(5)		30,465	(8)
												34,569	(6)		163,270	(8)
Jason A. Kulas		132,112		116,957		81,210		24.54		12/31/2021		—			—
		23,888		—		35,833		32.24		12/31/2021		—			—
												64,615	(4)		3,618,440	(7)
												1,938	(5)		9,153	(8)
												3,295	(6)		15,562	(8)
Jason W. Grubb		118,117		104,567		72,608		24.54		12/31/2021		—			—
		21,358		—		32,807		32.24		12/31/2021		—			—
												10,769	(4)		603,064	(7)
												1,188	(5)		5,611	(8)
												1,521	(6)		7,184	(8)
Eldridge A. Burns, Jr.		50,941		45,908		31,314		24.54		12/31/2021		—			—
		9,211		—		13,817		32.24		12/31/2021		—			—
Richard Morrin		34,148		30,230		20,991		24.54		12/31/2021		—			—
		6,174		—		9,262		32.24		12/31/2021		—			—

(1) Options with respect to SCUSA common stock were granted under the Management Equity Plan in February 2012. Time-vesting options generally vest and become exercisable over five years in equal installments subject to the participant’s continued employment. With respect to the options held by Messrs. Dundon, Kulas and Grubb, our board of directors intends to accelerate the vesting of such options effective as of, and subject to, the occurrence of this offering.

(2) Options with respect to SCUSA common stock were granted under the Management Equity Plan in February 2012. Performance-vesting options generally vest and become exercisable over five years in equal annual installments, based on our achievement of applicable threshold ROE targets, and subject to the participant’s continued employment at each measurement date. These ROE targets are an ROE of 27.5% for each of 2012 and 2013 and 18% for each of the years 2014 through 2016. If we do not achieve the applicable threshold ROE target with respect to a measurement date, the portion of the performance-vesting option that would have vested had the ROE target been met will remain outstanding and will vest if, at any point prior to the earlier of the end of the five-year performance period or a “change in control” (as defined in the Management Equity Plan), we achieve an average ROE target of 25.0%, subject to the participant’s

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continued employment through such time. With respect to the options held by Messrs. Dundon, Kulas and Grubb, our board of directors has approved the acceleration of the vesting of such options (including the waiver of performance conditions) effective as of, and subject to, the occurrence of the offering (and contingent on their continued employment through this offering).

(3) Exercise prices were retroactively adjusted to reflect dividend protection adjustments. As discussed under the heading “—Our Equity Incentive Plans,” in connection with the Reorganization, the Management Equity Plan will be assumed by the Company and all awards outstanding under the Management Equity Plan at the time of the Reorganization will be adjusted, in accordance with the terms of the Management Equity Plan, and on the same basis as shares of SCUSA Illinois, generally (including with respect to any stock splits or similar adjustments effected in connection with the Reorganization).

(4) Restricted shares granted under the Omnibus Incentive Plan vest ratably over five years, subject to continued employment. Vesting may be accelerated upon death, disability, termination of employment without cause or upon a change in control; provided, that, a change in control will not be deemed to occur as a result of the initial public offering or related transactions (including the Reorganization).

(5) Reflects restricted shares of Santander common stock outstanding in respect of NEO bonus deferrals under Santander’s Management Board Compensation Policy and Identified Staff Plan in fiscal year 2010.

(6) Reflects restricted shares of Santander common stock outstanding in respect of NEO bonus deferrals under Santander’s Management Board Compensation Policy and Identified Staff Plan in fiscal year 2011.

(7) Valuation based on a per share price of our common stock on December 31, 2013 of $56.00, computed in accordance with ASC 718. For assumptions used in determining these values, see “— Determination of the Fair Value of Stock-based Compensation Grants.” As discussed under the heading “— Our Equity Incentive Plans,” in connection with the Reorganization, the Omnibus Incentive Plan will be assumed by the Company and all awards outstanding under the Omnibus Incentive Plan at the time of the Reorganization will be adjusted, in accordance with the terms of the Omnibus Incentive Plan, and on the same basis as shares of SCUSA Illinois, generally (including with respect to any stock splits or similar adjustments effected in connection with the Reorganization).

(8) Valuation based on a per share closing price of Santander common stock on December 31, 2013 of €6.51 and a rate of exchange of 0.7255 Euros to one U.S. Dollar on such date.

Option Exercises and Stock Vested — 2013

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(3)
Thomas G. Dundon
		—		—		8,803	(1)		69,315
						17,285	(2)		136,105
Jason A. Kulas		—		—		2,042	(1)		16,079
						1,647	(2)		12,974
Jason W. Grubb		—		—		1,252	(1)		9,856
						760	(2)		5,987
Eldridge A. Burns, Jr.		—		—		—			—
Richard Morrin		—		—		—			—

(1) Reflects certain deferred bonus amounts with respect to 2010 bonuses that were paid out in shares of Santander common stock in fiscal year 2013.

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(2) Reflects certain deferred bonus amounts with respect to 2011 bonuses that were paid out in shares of Santander common stock in fiscal year 2013.

(3) Valuation based on per share closing price of Santander common stock on February 15, 2013 of €5.89 and a rate of exchange of 0.748 Euros to one U.S. Dollar on such date.

Our Equity Incentive Plans

Under the Management Equity Plan, eligible Company employees and directors (including the NEOs) may receive nonqualified stock options to purchase SCUSA common stock with an exercise price of at least the fair market value of SCUSA common stock on the date of grant. The Management Equity Plan also provides for the grant of premium priced stock options, which are granted with a per share exercise price in excess of the fair market value of SCUSA common stock on the date of grant. As a condition to receiving nonqualified stock options under the Management Equity Plan, employees and directors must subscribe to purchase a set number of shares of SCUSA common stock at fair market value. In connection with the Reorganization, the Management Equity Plan will be assumed by the Company and all awards outstanding under the Management Equity Plan at the time of the Reorganization will be adjusted, in accordance with the terms of the Management Equity Plan, and on the same basis as shares of SCUSA Illinois, generally.

Grants may be in the form of time-vesting options (with vesting based on continued provision of services to SCUSA), or in the form of performance-vesting options (with vesting based on continued service with SCUSA and the achievement of performance targets relating to SCUSA’s return on equity).

Time-vesting options generally vest and become exercisable over five years in equal annual installments subject to the participant’s continued employment. Performance-vesting options generally vest and become exercisable over five years in equal annual installments, based on our achievement of applicable threshold return on equity (“ROE”) targets (determined in accordance with GAAP), and subject to the participant’s continued employment at each measurement date. These ROE targets are an ROE of 27.5% for each of 2012 and 2013 and 18.0% for each of the years 2014 through 2016. If we do not achieve the applicable threshold ROE target with respect to a measurement date, the portion of the performance-vesting option that would have vested had the ROE target been met will remain outstanding and will vest if, at any point prior to the earlier of the end of the five-year performance period or a “change in control” (as defined in the Management Equity Plan), we achieve an average ROE target of 25.0%, subject to the participant’s continued employment through such time.

Generally, unless otherwise determined by our board of directors, a participant will forfeit his or her unvested options upon termination of employment, other than in the circumstances set forth below. Upon a participant’s termination of employment due to death or disability, (i) the portion of the participant’s time-vesting options that would have vested had the participant continued to provide services through the next following anniversary of the grant date will vest and become exercisable upon such termination, and (ii) any of the participant’s unvested performance-vesting options will remain outstanding until the next applicable vesting date and will vest with respect to the portion that was scheduled to vest on such vesting date if, and to the extent that, such portion would have vested had the participant continued to be employed until such vesting date. A participant’s vested stock options will terminate on the earliest to occur of: (u) the tenth anniversary of the date of grant, (v) one year after the participant’s termination of employment by reason of death or disability, (w) immediately upon the participant’s involuntary termination for “cause” (as defined in the Management Equity Plan), (x) 30 days after the participant’s voluntary termination without “good reason” (as defined in the Management Equity Plan), (y) 60 days after the participant’s involuntary termination other than for cause, death or disability or by the participant voluntarily for good reason, or (z) at a time set in the discretion of our board of directors, in the event of a change in control.

Upon a change in control, (i) any unvested time-vesting options will automatically vest and become exercisable, (ii) any unvested performance-vesting options will vest to the extent that we achieve an average ROE target of 25.0% with respect to the period commencing on the beginning of the five-year performance period and ending on the change in control.

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The Management Equity Plan provides that issuance of shares underlying awards is contingent on the participant signing and agreeing to be bound to a Management Shareholder Agreement with respect to such shares. Each Management Shareholder Agreement provides for certain repurchase rights and restrictions, including that shares obtained through exercise of stock options may not be transferred until the later of an IPO or December 31, 2016 (the “Lapse Date”). Upon the participant’s termination of employment due to death or disability, the participant is entitled to require that we repurchase all of the participant’s shares at their then-fair market value or, in the event of the participant’s breach of restrictions on transfer or restrictive covenants in the Management Shareholder Agreement, at the price that the participant originally paid for such shares. Upon the participant’s termination of employment for any reason, or the participant’s breach of restrictions on transfer or restrictive covenants in the Management Shareholder Agreement, we are entitled to require that the participant sell all of the participant’s shares to us at their then-fair market value or, in the event of the participant’s termination of employment for cause or without good reason, or the participant’s breach of restrictions on transfer or restrictive covenants in the Management Shareholder Agreement, at the price that the participant originally paid for such shares. The transfer restrictions and repurchase rights in the Management Shareholder Agreement terminate on the Lapse Date; however, our board of directors has approved the amendment of option award agreements with respect to options previously granted under the Management Equity Plan and the amendment of the Management Shareholders Agreement effective as of and subject to the occurrence of the offering to remove certain transfer restrictions with respect to shares underlying a portion of such outstanding options and provide for additional transfer restrictions with respect to shares underlying another portion of such outstanding options.

Omnibus Incentive Plan

Introduction

We have adopted the Omnibus Incentive Plan. The Omnibus Incentive Plan provides for the grant of nonqualified and incentive stock options, SARs, restricted stock awards, restricted stock units and other awards that may be settled in or based upon the value of our common stock. Set forth below is a summary of the material features that are in the Omnibus Incentive Plan. This summary is qualified in its entirety by the actual Omnibus Incentive Plan. In connection with the Reorganization, the Omnibus Incentive Plan will be assumed by the Company, and all awards outstanding under the Omnibus Incentive Plan at the time of the Reorganization will be adjusted, in accordance with the terms of the Omnibus Incentive Plan, and on the same basis as shares of SCUSA Illinois, generally.

Purpose

The purpose of the Omnibus Incentive Plan is to give us a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants and to provide a means whereby officers, employees, directors and/or consultants can acquire and maintain ownership of our common stock or be paid incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and that of our affiliates and promoting an identity of interest between our stockholders and recipients of awards under the Omnibus Incentive Plan.

Administration

The Omnibus Incentive Plan will be administered by our board of directors or such other committee of our board of directors as our board of directors may from time to time designate, which we refer to as the Committee. Among other things, the Committee has the authority to select individuals to whom awards may be granted, to determine the type of award as well as the number of shares of common stock to be covered by each award, and to determine the terms and conditions of any such awards. Subject to applicable law, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members or persons selected by it.

Eligibility

Current and prospective directors, employees (including executive officers) and/or consultants to us and any of our subsidiaries and affiliates are eligible to participate in the Omnibus Incentive Plan.

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Shares Subject to the Omnibus Incentive Plan

The aggregate number of shares of our common stock available for issuance under the Omnibus Incentive Plan is 1,947,362 shares. The maximum number of shares that may be granted pursuant to options intended to be incentive stock options is 1,947,362 shares.

The shares of common stock subject to grant under the Omnibus Incentive Plan are to be made available from authorized but unissued shares, from treasury shares, from shares purchased on the open market or by private purchase, or a combination of any of the foregoing. To the extent that any award is forfeited, or any stock option or stock appreciation right terminates, expires or lapses without being exercised, or any award is settled for cash, the shares of common stock subject to such awards not delivered as a result thereof will again be available for awards under the Omnibus Incentive Plan. If the exercise price of any option and/or the tax withholding obligations relating to any award are satisfied by delivering shares of common stock (by either actual delivery or by attestation), only the number of shares of common stock issued net of the shares of common stock delivered or attested will be deemed delivered for purposes of the limits in the Omnibus Incentive Plan. To the extent any shares of common stock subject to an award are withheld to satisfy the exercise price (in the case of a stock option) and/or the tax withholding obligations relating to such award, such shares of common stock will not generally be deemed to have been delivered for purposes of the limits set forth in the Omnibus Incentive Plan.

The Omnibus Incentive Plan provides that in the event of certain extraordinary corporate transactions or events affecting us, the Committee or our board of directors will make such substitutions or adjustments as it deems appropriate and equitable to (1) the aggregate number and kind of shares or other securities reserved for issuance and delivery under the Omnibus Incentive Plan, (2) the various maximum limitations set forth in the Omnibus Incentive Plan, (3) the number and kind of shares or other securities subject to outstanding awards and (4) the exercise price of outstanding options and stock appreciation rights. In the case of corporate transactions such as a merger or consolidation, such adjustments may include the cancellation of outstanding awards in exchange for cash or other property or the substitution of other property for the shares subject to outstanding awards.

Awards

As indicated above, several types of awards can be made under the Omnibus Incentive Plan. A summary of these awards is set forth below.

Stock Options and Stock Appreciation Rights

Stock options granted under the Omnibus Incentive Plan may either be incentive stock options, which are intended to qualify for favorable treatment to the recipient under U.S. federal tax law, or nonqualified stock options, which do not qualify for this favorable tax treatment. Stock appreciation rights granted under the Omnibus Incentive Plan may either be “tandem SARs,” which are granted in conjunction with a stock option, or “free-standing SARs,” which are not granted in tandem with a stock option.

Each grant of stock options or stock appreciation rights under the Omnibus Incentive Plan will be evidenced by an award agreement that specifies the exercise price, the duration of the award, the number of shares to which the award pertains and such additional limitations, terms and conditions as the Committee may determine, including, in the case of stock options, whether the options are intended to be incentive stock options or nonqualified stock options. The Omnibus Incentive Plan provides that the exercise price of stock options and stock appreciation rights will be determined by the Committee, but may not be less than 100% of the fair market value of the stock underlying the stock options or stock appreciation rights on the date of grant. Award holders may pay the exercise price in cash or, if approved by the Committee, in common stock (valued at its fair market value on the date of exercise) or a combination thereof, or by “cashless exercise” through a broker or by withholding shares otherwise receivable on exercise. The term of stock options and stock appreciation rights will be determined by the Committee, but may not exceed ten years from the date of grant. The Committee will determine the vesting and exercise schedule of stock options and stock appreciation rights, and the extent to which they will be exercisable after the award holder’s service with the Company terminates.

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Restricted Stock

Restricted stock may be granted under the Omnibus Incentive Plan with such restrictions as the Committee may designate. The Committee may provide at the time of grant that the vesting of restricted stock will be contingent upon the achievement of applicable performance goals and/or continued service. Except for these restrictions and any others imposed under the Omnibus Incentive Plan or by the Committee, upon the grant of restricted stock under the Omnibus Incentive Plan, the recipient will have rights of a stockholder with respect to the restricted stock, including the right to vote the restricted stock; however, whether and to what extent the recipient will be entitled to receive cash or stock dividends paid, either currently or on a deferred basis, will be set forth in the award agreement.

Restricted Stock Units

The Committee may grant restricted stock units payable in cash or shares of common stock, conditioned upon continued service and/or the attainment of performance goals (as described below) determined by the Committee. We are not required to set aside a fund for the payment of any restricted stock units and the award agreement for restricted stock units will specify whether, to what extent and on what terms and conditions the applicable participant will be entitled to receive dividend equivalents with respect to the restricted stock units.

Stock-Bonus Awards

The Committee may grant unrestricted shares of our common stock, or other awards denominated in our common stock, alone or in tandem with other awards, in such amounts and subject to such terms and conditions as the Committee determines from time to time in its sole discretion as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.

Performance Awards

Under the Omnibus Incentive Plan, the Committee may determine that the grant, vesting or settlement of an award granted under the Omnibus Incentive Plan may be subject to the attainment of one or more performance goals.

The Committee has the authority to establish any performance objectives to be achieved during the applicable performance period when granting performance awards. However, if an award under the Omnibus Incentive Plan is intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, the performance goals will be established with reference to one or more of the following, either on a Company-wide basis, or, as relevant in respect of one or more affiliates, subsidiaries, divisions, departments or operations of the Company: earnings (gross, net, pre-tax, post-tax or per share), net profit after tax, EBITDA, gross profit, cash generation, unit volume, market share, sales, asset quality, earnings per share, operating income, revenues, return on assets, return on operating assets, return on equity, profits, total stockholder return (measured in terms of stock price appreciation and/or dividend growth), cost saving levels, marketing spending efficiency, core non-interest income, change in working capital, return on capital and/or stock price.

Termination of Employment

The impact of a termination of employment on an outstanding award granted under the Omnibus Incentive Plan, if any, will be set forth in the applicable award agreement.

Treatment of Outstanding Equity Awards following a Change in Control

The Omnibus Incentive Plan provides that, unless otherwise set forth in an award agreement, in the event of a change in control (as defined in the Omnibus Incentive Plan), (1) any restricted stock that was forfeitable prior to such change in control will become nonforfeitable, (2) all restricted stock units will be considered earned and

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payable in full and any restrictions thereon will lapse, (3) any unexercised stock option or SAR, whether or not exercisable on the date of such change in control, will become fully exercisable and may be exercised in whole or in part, and (4) the Committee may determine the level of achievement with respect to any performance-based awards through the date of the change in control. The Committee may make additional adjustments and/or settlements of outstanding awards upon a change in control, including cancelling any awards for cash upon at least ten days’ advance notice to affected participants.

A “change in control” is generally deemed to occur under the Omnibus Incentive Plan upon:

(1) the acquisition by any individual, entity or group of “beneficial ownership” (pursuant to the meaning given in Rule 13d-3 under the Exchange Act) of 30% or more of either (a) the outstanding shares of the Company’s common stock or (b) the combined voting power of our then outstanding voting securities, with each of clauses (a) and (b) subject to certain customary exceptions;

(2) a majority of the directors who constituted our board of directors at the time the Omnibus Incentive Plan was adopted are replaced by directors whose appointment or election is not endorsed by at least two-thirds of the incumbent directors then on the board of directors;

(3) approval by our stockholders of the Company’s complete dissolution or liquidation; or

(4) the consummation of a merger of the Company, the sale or disposition by the Company of all or substantially all of its assets, or any other business combination of the Company with any other corporation, other than any merger or business combination following which (a) the individuals and entities that were the beneficial owners of the outstanding common stock and the voting securities immediately prior to such business combination beneficially own more than 50% of the then-outstanding shares of common stock and combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such business combination in substantially the same proportions as immediately prior to such business combination, (b) no person beneficially owns 30% or more of the then-outstanding shares of common stock of the entity resulting from such business combination or the combined voting power of the then-outstanding voting securities of such entity and (c) at least two-thirds of the members of the board of directors of the parent company (or, if there is no parent company, the surviving company) following the consummation of the transaction were members of the board of directors at the time the execution of the initial agreement providing for the transaction was approved.

However, a “change in control” will not be deemed to occur as a result of the offering or related transactions (e.g., the Reorganization).

Amendment and Termination

The Omnibus Incentive Plan may be amended, altered, suspended, discontinued or terminated by the Board, but no amendment, alteration, suspension, discontinuation or termination may be made if it would materially impair the rights of a participant (or his or her beneficiary) without the participant’s (or beneficiary’s) consent, except for any such amendment required to comply with law. The Omnibus Incentive Plan may not be amended, without stockholder approval to the extent such approval is required to comply with applicable law or the listing standards of the applicable exchange.

Federal Income Tax Consequences Relating to Equity Awards Granted pursuant to the Omnibus Incentive Plan

The following discussion summarizes certain federal income tax consequences of the issuance, receipt and exercise of stock options and the granting and vesting of restricted stock, in each case under the Omnibus Incentive Plan. The summary does not purport to cover federal employment tax or other federal tax consequences that may be associated with the Omnibus Incentive Plan, nor does it cover state, local or non-U.S. taxes.

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Incentive Stock Options

In general, a participant realizes no taxable income upon the grant or exercise of an incentive stock option (“ISO”). However, the exercise of an ISO may result in an alternative minimum tax liability to the participant. With certain exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the participant (and a deduction for us) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which we are not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which we are not entitled to a deduction.

Nonqualified Options

In general, in the case of a nonqualified stock option (“NSO”), the participant has no taxable income at the time of grant but realizes income in connection with exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price. A corresponding deduction is available to us. Any gain or loss recognized upon a subsequent sale or exchange of the shares is treated as capital gain or loss for which we are not entitled to a deduction.

Restricted Stock

Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, the participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the common stock as of that date, less any amount paid for the stock, and the Company will be allowed a corresponding tax deduction at that time. If the participant files an election under Section 83(b) of the Code within 30 days after the date of grant of the restricted stock, the participant will recognize ordinary income as of the date of grant equal to the fair market value of the common stock as of that date, less any amount the participant paid for the common stock, and we will be allowed a corresponding tax deduction at that time. Any future appreciation in the common stock will be taxable to the participant at capital gains rates. However, if the restricted stock award is later forfeited, the participant will not be able to recover the tax previously paid pursuant to his Section 83(b) election.

Restricted Stock Units

A participant does not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock unit is granted. When the restricted stock units vest and are settled for cash or stock, the participant generally will be required to recognize as income an amount equal to the fair market value of the shares on the date of vesting. Any gain or loss recognized upon a subsequent sale or exchange of the stock (if settled in stock) is treated as capital gain or loss for which we are not entitled to a deduction.

Employment Agreements with Named Executive Officers

Employment Agreement with Thomas Dundon

Santander and the Company entered into an employment agreement with Mr. Dundon on December 31, 2011, which amended and restated the obligations of the parties under a prior agreement, dated September 23, 2006, as amended. Mr. Dundon’s employment agreement has an initial term of five years and, unless earlier terminated, will automatically extend annually for additional one-year terms following that time, unless any party provides written notice at least 90 days prior to such anniversary date that such party did not agree to renew the employment agreement. The employment agreement provides for an initial base salary of $1,500,000 per year, which will be reviewed annually and is subject to increase at the discretion of our board of directors. In addition

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to base salary, Mr. Dundon is eligible to receive an annual cash performance bonus with a target of no less than 100% of his then-current base salary and a maximum of up to 250% of his then-current base salary. The employment agreement also provides that, among other things, Mr. Dundon has a right to participate in all equity compensation programs and all other employee benefit plans and programs generally available to SCUSA’s senior executives and receive reimbursement of reasonable expenses in accordance with SCUSA’s policies and practices.

Subject to Mr. Dundon’s execution of a general release and waiver, if Mr. Dundon’s employment is terminated by SCUSA for any reason other than “cause” (but excluding death or disability), or if Mr. Dundon resigns for “good reason” (as defined below), Mr. Dundon is entitled to:

• an amount equal to two times the sum of his then-current base salary and the target annual cash performance bonus then in effect, payable in a lump sum;

• a lump sum payment equal to his then-current base salary, prorated through the date of termination; and

• continuation of welfare benefits (including life, long-term disability and other fringe benefits) for Mr. Dundon and his dependents, on the same basis as provided to actively employed senior executives of SCUSA, until (i) the third anniversary of Mr. Dundon’s termination of employment, or (ii) with respect to benefits under SCUSA’s health insurance plan, the 18-month anniversary of Mr. Dundon’s termination of employment.

If Mr. Dundon’s employment is terminated as a result of his death or “inability to perform” (generally defined as being disabled under SCUSA’s long-term disability plan), he is entitled to (i) a lump sum payment equal to his then-current base salary, prorated through the date of termination, and (ii) in the event of a termination of employment due to “inability to perform” only, continuation of welfare benefits (including life, long-term disability and other fringe benefits) for Mr. Dundon and his dependents, on the same basis as provided to actively employed senior executives, until the third anniversary of Mr. Dundon’s termination of employment, or, with respect to benefits under SCUSA’s health insurance plan, the 18-month anniversary of Mr. Dundon’s termination of employment.

Pursuant to the terms of his employment agreement, Mr. Dundon is subject to the following restrictive covenants: (i) perpetual confidentiality; (ii) non-solicitation of employees, customers, suppliers or vendors of SCUSA or its affiliates during the term of employment and for a period of two years thereafter (subject to certain exceptions described in this paragraph, the “Dundon Restricted Period”); (iii) non-competition during the term of employment and for the Dundon Restricted Period; (iv) cooperation in the context of litigation involving SCUSA or its affiliates; and (v) non-disparagement of SCUSA, its affiliates, or their products, services or operations, officers, directors or employees during the term of employment and for the Dundon Restricted Period. The Dundon Restricted Period will be reduced to 18 months in the event Mr. Dundon’s employment is terminated by SCUSA for cause. In the event that SCUSA delivers written notice to Mr. Dundon of its desire to not extend the term of the employment agreement, the restrictive covenants will lapse on the last day of the employment term unless, on or before the end of the employment term, SCUSA makes a lump sum payment to Mr. Dundon equal to the sum of his base salary and target bonus in effect on the employment termination date, subject to Mr. Dundon’s execution of a general release and waiver. If SCUSA makes such a lump sum payment, the Dundon Restricted Period will extend for one year following Mr. Dundon’s termination of employment.

In the event that a payment is made to Mr. Dundon in connection with a change in control such that an excise tax imposed by Code Section 4999 applies, Mr. Dundon is entitled to a gross-up payment in an amount such that after payment of all taxes (including interest and penalties imposed with respect thereto), Mr. Dundon retains an amount as if the excise tax did not apply. However, if the amount otherwise due to Mr. Dundon is not more than 110% of the amount that he could receive without triggering the excise tax, the amount shall be reduced so that the excise tax does not apply.

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Mr. Dundon’s employment agreement defines “Cause” as (i) breach of the agreement or other certain agreements to which Mr. Dundon and the Company are parties in any material respect; (ii) gross negligence or willful, material malfeasance, misconduct or insubordination in connection with the performance of duties; (iii) willful refusal or recurring failure to carry out written directives or instructions of our board of directors that are consistent with the scope and nature of duties and responsibilities; (iv) willful repeated failure to adhere in any material respect to any material written policy or code of conduct of the Company; (v) willful misappropriation of a material business opportunity, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (vi) willful misappropriation of any of the Company’s funds or material property; or (vii) conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony or the equivalent thereof, any other crime involving fraud or theft or any other crime with respect to which imprisonment is a possible punishment or the indictment (or its procedural equivalent) for a felony involving fraud or theft. Any termination of Mr. Dundon’s employment for Cause requires the board of directors to provide prior written notice to Mr. Dundon, a 15-day cure period, and an opportunity for Mr. Dundon to defend himself to the board of directors, other than a termination indicated in (vii), above.

A termination for “Good Reason” occurs if Mr. Dundon terminates his employment for any of the following reasons: (i) any material failure by the Company to comply with its compensation obligations under the agreement; (ii) any material failure by the Company to require a successor to assume the agreement; (iii) a substantial reduction in the executive’s responsibilities or duties except in accordance with the terms of the agreement; (iv) any relocation of the principal place of business of 20 miles or more; (v) materially increasing the travel required in the performance of duties under the agreement for a period of more than three consecutive months; (vi) assignment of duties that are inconsistent with the executive’s role; (vii) the reduction in executive’s title, except as contemplated by agreements or the articles of incorporation or bylaws; (viii) a material reduction in the executive’s responsibilities; or (ix) a resignation for any reason during the 30-day period following the date that is six months after a change in control of the Company. Mr. Dundon must provide SCUSA with written notice prior to any termination for Good Reason, following which SCUSA will have a 30-day period in which to remedy the circumstance.

Mr. Dundon’s employment agreement defines “Change of Control” as the occurrence of either of the following events, other than in connection with an IPO: (i) more than 50% of the equity interests in SCUSA (excluding any equity interests owned by Mr. Dundon) are at any time owned directly or indirectly by a person or entity other than Santander and its affiliates; or (ii) SCUSA sells all or substantially all of the assets owned by it, or ceases to engage in the business of acquiring from automobile dealers retail installment contracts originated in the United States whose obligors have on average, at origination, FICO^® scores of less than 660.

The benefits that Mr. Dundon actually received in 2012 under the terms of his employment agreement are reflected in the “— Summary Compensation Table.”

Employment Agreements with Jason A. Kulas, Jason W. Grubb, Eldridge A. Burns, Jr., and Richard Morrin

SCUSA entered into employment agreements with Messrs. Kulas, Grubb and Burns on May 1, 2009, and with Mr. Morrin on August 24, 2011. All of the employment agreements have an initial term of three years and, unless earlier terminated, will automatically extend annually for additional one-year terms following that time, unless any party provides written notice at least three months prior to such anniversary date that such party did not agree to renew the employment agreement. The employment agreements provide for an initial monthly base salary (for Mr. Kulas, $30,943 per month, for Mr. Grubb, $25,750 per month, for Mr. Burns, $15,471 per month and for Mr. Morrin, $21,250 per month), eligibility to receive an annual cash performance bonus, certain deferred bonus payments and participation in equity compensation programs available to SCUSA’s senior executives. The employment agreements also provide that, among other things, each of Messrs. Kulas, Grubb, Burns and Morrin have a right to participate in employee benefit plans and programs generally made available by SCUSA and receive reimbursement of reasonable expenses in accordance with SCUSA’s policies and practices.

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Subject to their execution of a general release and waiver, if any of Messrs. Kulas, Grubb, Burns or Morrin’s employment is terminated by us without “cause” (but excluding death or disability), or if he resigns because of a reduction in his base salary or target bonus opportunity, each of Messrs. Kulas, Grubb, Burns and Morrin will be entitled to:

• salary continuation for the longer of 12 months or the balance of the employment agreement term;

• full annual cash performance bonus for the calendar year in which the termination of employment occurs;

• certain deferred bonus payments;

• accelerated vesting and settlement of equity-related awards; and

• continuation of medical and dental insurance under COBRA and continuation of life insurance coverage, in each case, for the longer of 12 months or the balance of the employment agreement term.

If any of Messrs. Kulas, Grubb, Burns or Morrin’s employment is terminated by us for “good reason,” he will be entitled to (i) a lump sum payment equal to 12 months of base salary, (ii) full annual cash performance bonus for the calendar year in which the termination of employment occurs, (iii) certain deferred bonus payments and (iv) continuation of medical and dental insurance under COBRA for 12 months.

If any of Messrs. Kulas, Grubb, Burns or Morrin’s employment is terminated as a result of “disability” (generally defined by reference to SCUSA’s disability plans), he will be entitled to (i) a payment in lieu of short-term salary continuation benefits (only in the event that they are not eligible for short-term benefits due to lack of service with SCUSA), and (ii) prorated portions of his annual cash performance bonus for the year of termination and, in certain cases, for subsequent years.

If any of Messrs. Kulas, Grubb, Burns or Morrin’s employment is terminated as a result of death, their estates will be entitled to (i) 12 months of salary continuation, (ii) full annual cash performance bonus for the calendar year in which the termination of employment occurs, and (iii) continuation of medical and dental insurance for their dependents for the longer of 12 months or the balance of the employment agreement term.

Pursuant to the terms of their employment agreements, each of Messrs. Kulas, Grubb, Burns and Morrin is subject to the following restrictive covenants: (i) perpetual confidentiality; (ii) non-solicitation of employees of SCUSA or its affiliates during the term of employment and for one year thereafter; (iii) non-competition during the term of employment and for any period thereafter that he is receiving severance payments; (iv) cooperation in the context of litigation involving SCUSA or its affiliates during the term of employment and for the pendency of any such litigation or other proceeding; and (v) perpetual non-disparagement of SCUSA, its affiliates, or their officers or directors.

Messrs. Kulas, Grubb, Burns and Morrin’s employment agreements each define “Cause” as (i) dishonesty; (ii) embezzlement, fraud, or other conduct which would constitute a felony, (iii) unauthorized disclosure of confidential information, (iv) failure to obey a material lawful directive that is appropriate to the executive’s position and from executive(s) in the executive’s reporting line; (v) material breach of the agreement; or (vi) failure (except in the event of disability) or refusal to substantially perform material obligations under the agreement.

Messrs. Kulas, Grubb, Burns and Morrin’s employment agreements each define “Good Reason” as termination of employment by us if, in the reasonable opinion of Mr. Dundon in his capacity as the Chief Executive Officer of SCUSA (for so long as Mr. Dundon is Chief Executive Officer of SCUSA), such NEO has not met the expectations or fulfilled the responsibilities required of his position.

The benefits that each of Messrs. Kulas, Grubb, Burns and Morrin actually received in 2012 under the terms of his employment agreement are reflected in the “— Summary Compensation Table.”

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Potential Payments upon Termination or Change in Control

A Change in Control does not affect the timing or amount of severance payments to the NEOs under their employment agreements. See “— Employment Agreements with Named Executive Officers.” Under the Management Equity Plan, vesting of awards is subject to acceleration upon a Change in Control. Specifically, unless otherwise provided by our board of directors, (i) time-vesting options will automatically vest and become exercisable, and (ii) performance-vesting options will vest to the extent that the Company achieves the applicable average return on equity target starting at the beginning of a pre-established five-year performance period and ending upon the date of the Change in Control. See “— Medium- and Long-Term Incentive Compensation.”

Under the Management Equity Plan, “Change in Control” is defined as an event upon which (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, or any successor provision), other than Santander and its affiliates or Sponsor Auto Finance Holdings and its affiliates, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, or any successor provision), directly or indirectly, of more than 20% of the outstanding shares of SCUSA common stock (such person or group, the “Change in Control Owner”) or (ii) an event upon which Santander and its affiliates become the beneficial owners, directly or indirectly, of fewer shares of SCUSA common stock than the Change in Control Owner.

The table below sets forth the value of the benefits (other than payments that were generally available to Company employees) that would have been due to the NEOs if they had terminated employment on December 31, 2013, under their respective employment agreements. For the purposes of this table, the price per share of our common stock on December 31, 2013 was $ 56.00, based on our determination using contemporaneous valuations and considering all objective and subjective factors we believed to be relevant.

Name	Cash ($) (1)			Equity ($) (3)		Perquisites/ Benefits ($)			Tax Reimbursement ($) (7)		Total ($)
Thomas G. Dundon
Termination due to Death		1,500,000			37,434,772		—			—		38,934,772
Termination due to Inability to Perform		1,500,000			37,434,772		868,589	(4)		—		39,803,361
Termination for Good Reason		7,500,000			—		868,589			—		8,368,589
Termination without Cause		7,500,000			8,040,984		868,589	(4)				16,409,573
Termination without Cause or for Good Reason in Connection with a Change in Control		7,500,000			96,226,179		868,589			18,441,447		123,036,215
Change in Control (no termination of employment)		—			96,226,179		—			14,042,714		110,268,893
Jason A. Kulas
Termination due to Death		800,000			5,980,350		18,924	(6)		—		6,799,274
Termination due to Disability		400,000	(2)		5,980,350		—			—		6,380,350
Termination without Cause, resignation due to reduction in base salary or target bonus opportunity		800,000			10,704,166		76,432	(5)		—		11,580,598
Termination by the Company for Good Reason		800,000			—		18,924	(6)		—		818,925
Change in Control (no termination of employment)		—			10,704,166		—					10,704,166
Jason W. Grubb
Termination due to Death		700,000			2,714,774		18,924	(6)		—		3,433,699
Termination due to Disability		350,000	(2)		2,714,774		—			—		3,064,774
Termination without Cause, resignation due to reduction in base salary or target bonus opportunity		700,000			6,956,484		76,432	(5)		—		7,732,916
Termination by the Company for Good Reason		700,000			—		18,924	(6)		—		718,924
Change in Control (no termination of employment)		—			6,956,484		—			—		6,956,484

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Name	Cash ($) (1)			Equity ($) (3)		Perquisites/ Benefits ($)			Tax Reimbursement ($) (7)		Total ($)
Eldridge A. Burns, Jr.
Termination due to Death		480,000			910,734		18,924	(6)		—		1,409,659
Termination due to Disability		240,000	(2)		910,734		—			—		1,150,734
Termination without Cause, resignation due to reduction in base salary or target bonus opportunity		480,000			2,757,696		76,432	(5)		—		3,314,128
Termination by the Company for Good Reason		480,000			—		18,924	(6)		—		498,924
Change in Control (no termination of employment)		—			2,757,696		—			—		2,757,696
Richard Morrin
Termination due to Death		510,000			610,494		18,924	(6)		—		1,139,418
Termination due to Disability		255,000	(2)		610,494		—			—		865,494
Termination without Cause, resignation due to reduction in base salary or target bonus opportunity		510,000			1,831,478		76,265	(5)		—		2,417,743
Termination by the Company for Good Reason		510,000			—		18,924	(6)				528,924
Change in Control (no termination of employment)		—			1,831,478		—			—		1,831,478

(1) Represents cash severance. For severance payment calculation, and time and form of such payments. See “— Employment Agreements with Named Executive Officers.”

(2) Assumes that: (i) NEO first receives compensation under the Company’s short-term salary continuation program thirteen weeks prior to December 31, 2013 and begins receiving compensation and benefits under the Company’s long-term and individual disability insurance program on December 31, 2013, (ii) target level of annual cash performance bonus is achieved in fiscal year 2013 and no bonus is payable for subsequent years due to the NEO receiving compensation and benefits under the Company’s long-term and individual disability insurance program, and (iii) NEO is eligible for the Company’s short-term salary continuation benefits. See “— Employment Agreements with Named Executive Officers.”

(3) Represents value of accelerated vesting of stock options with respect to SCUSA common stock as provided under the Management Equity Plan and accelerated vesting of restricted stock as provided under the Omnibus Incentive Plan. Assumes that all applicable performance targets with respect to any performance-vesting stock options are achieved. See “— SCUSA 2011 Management Equity Plan” “— SCUSA Omnibus Incentive Plan” and “— Equity Compensation Plans Information.”

(4) Represents continuation of welfare benefits, perquisites and other fringe benefits as provided pursuant to Mr. Dundon’s employment agreement. Assumes no increase in the cost of welfare benefits. For welfare continuation payment calculation, and time and form of such payments. See “— Employment Agreements with Named Executive Officers.”

(5) Represents continuation of medical and dental benefits and life insurance coverage. Assumes no increase in the cost of welfare benefits. For welfare continuation payment calculation, and time and form of such payments. See “— Employment Agreements with Named Executive Officers.”

(6) Represents continuation of medical and dental benefits. Assumes no increase in the cost of welfare benefits. For welfare continuation payment calculation, and time and form of such payments. See “— Employment Agreements with Named Executive Officers.”

(7) In the event that a payment is made to Mr. Dundon in connection with a Change in Control such that an excise tax imposed by Code Section 4999 applies, Mr. Dundon is entitled to a gross-up payment in an amount such that after payment of all taxes (including interest and penalties imposed with respect thereto), Mr. Dundon retains an amount as if the excise tax did not apply. However, if the amount otherwise due to Mr. Dundon is not more than 110% of the amount that he could receive without triggering the excise tax, the amount shall be reduced so that the excise tax does not apply.

Director Compensation in Fiscal Year 2013

Our board members were not compensated for their services on the board in 2013. We have adopted a director compensation policy that provides for the following compensation for independent members of our board of directors:

• An annual cash board retainer of $80,000;

• An additional annual cash retainer of $20,000 for the chair of the audit committee of our board of directors;

• An additional annual cash retainer of $10,000 for being a member of the audit committee;

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• An additional annual cash retainer of $10,000 for the chair of any other committee of our board of directors;

• An additional annual cash retainer of $10,000 for being a member of any other committee; and

• An annual grant of stock options or restricted stock units with a grant date fair value equal to $50,000 that vest ratably over three years.

In addition, in 2014 we have granted stock options to Stephen Ferriss, our independent director, pursuant to the Management Equity Plan that will be granted on and effective as of the date on which the underwriting agreement in connection with this offering is executed, this registration statement becomes effective and the initial public offering price of our common stock in this offering is determined, and that will be granted with an exercise price equal to the initial public offering price of our common stock in this offering.

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of  outstanding options, warrants and rights(1)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		8,981,861	$	26.14		3,776,674	(2)
Equity compensation plans not approved by security holders
Total		8,981,861	$	26.14		3,776,674

(1) Weighted-average exercise price is based solely on outstanding options.

(2) Includes 1,728,389 shares available for issuance under the Omnibus Incentive Plan.

We have granted stock options to certain executives and other employees under the Management Equity Plan. The Management Equity Plan is administered by the board of directors and enables us to make stock awards up to a total of approximately 11 million shares of SCUSA common stock (net of shares cancelled and forfeited), or 8.5% of the equity invested in the company as of December 31, 2011. Stock options for approximately 9.3 million of the shares were granted as of December 31, 2013 with stock options for approximately 0.3 million shares having been forfeited during the period from December 31, 2011 to December 31, 2013. Accordingly, at December 31, 2013, we had approximately 2.0 million shares that were available to grant under the Management Equity Plan. The Management Equity Plan provides that, upon the earlier of (i) an IPO and (ii) December 31, 2016, any shares that remain available for the future grant of options will be granted by our board of directors (or the Compensation Committee, as applicable), in good faith to the then-eligible directors and employees of SCUSA and its subsidiaries; however, our board of directors has approved the amendment of the Management Equity Plan, in connection with, and immediately prior to, this offering, to provide that a portion of the shares available under the Management Equity Plan that remain available at consummation of the initial public offering will remain available for grant under the Management Equity Plan following this offering and a portion of the shares available under the Management Equity Plan will no longer remain available for grant under the Management Equity Plan following this offering.

The stock options granted during 2013 were granted with an exercise price equal to or above the fair market value of our common stock on the date of issuance, estimated based on an independent valuation performed as of December 31, 2012. The stock options expire after ten years and include both time vesting options and performance vesting options. We will issue new shares when options are exercised. As long as an option holder remains employed by us, the time vesting options currently become vested and exercisable in equal annual

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installments of 20% on each of the first five anniversaries of the December 31, 2011 equity transactions; provided, however, that our board of directors has approved the amendment of the stock options previously granted under the Management Equity Plan held by certain NEOs effective as of, and subject to the occurrence of the offering, to immediately vest such stock options, and the amendment of stock options held by certain NEOs and other employees to remove certain transfer restrictions with respect to shares underlying certain options and to extend certain other transfer restrictions with respect to shares underlying certain other options. The performance vesting options have the same time-vesting requirements and additionally require certain annual or cumulative ROE targets to be met. These targets are an ROE of 27.5% for each of 2012 and 2013 and 18.0% for each of the years 2014 through 2016, or an average annual ROE of 25.0% for the five-year vesting period.

No shares obtained through exercise of stock options may be transferred until the Lapse Date. Until the Lapse Date, if an employee leaves the company, we have the right to repurchase any or all of the stock obtained by the employee through option exercise. In connection with this offering, our board of directors has approved the amendment of the transfer restrictions to which certain stock options previously granted under the Management Equity Plan were subject, resulting in a portion of certain of the shares received on exercise of these stock options being transferable earlier than currently contemplated by the Company’s equity arrangements, and certain other shares received on exercise of these stock options being transferable later than currently contemplated. If the employee is terminated for cause (as defined in the Management Shareholder Agreement) or voluntarily leaves the company without good reason (as defined in the Management Shareholder Agreement), the repurchase price is the lower of the strike price or fair market value at the date of repurchase. If the employee is terminated without cause or voluntarily leaves the company with good reason, the repurchase price is the fair market value at the date of repurchase.

We have granted restricted shares to certain executives under the Omnibus Incentive Plan. The Omnibus Incentive Plan is administered by the board of directors (or, at the board’s election, by a committee thereof) and enables us to make equity-based awards up to a total of approximately 1,947,362 shares of SCUSA common stock. Restricted shares for approximately 218,973 of the shares were granted as of December 31, 2013. Accordingly, at December 31, 2013, we had approximately 1,728,389 shares that were available to grant under the Omnibus Incentive Plan.

The restricted shares granted in 2013 vest in equal annual installments of 20% on each of the first five anniversaries of the date of grant, subject to the participant’s continued employment. If a participant’s employment is terminated for any reason other than death, disability or by the Company without cause, the restricted shares will be forfeited. If a participant’s employment is terminated due to death, disability or by the Company without cause, the restricted shares will vest in full. The restricted shares will also vest in full upon a change in control; provided, that, a change in control will not be deemed to occur as a result of the offering or related transactions (including the Reorganization).

Determination of the Fair Value of Stock-based Compensation Grants

The determination of the fair value of stock-based compensation arrangements is affected by a number of variables, including estimates of the fair value of our common stock, expected stock price volatility, risk-free interest rate and the expected life of the award. We value stock options using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of traded options that are fully transferable and have no vesting restrictions. Black-Scholes and other option valuation models require the input of highly subjective assumptions, including the expected stock price volatility.

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Beginning in 2012, we granted stock options to certain executives and other employees under the Management Equity Plan. The following summarizes the assumptions used for estimating the fair value of stock options granted under the Management Equity Plan to employees for the periods indicated.

	Nine Months Ended September 30,				Year Ended December 31,
	2013		2012		2012		2011	2010
Assumption
Risk-free interest rate		1.08%-1.13%		0.88%-1.28%		1.28%	n/a	n/a
Expected life (in years)		6.5		6.5		6.5	n/a	n/a
Expected volatility		50%-51%		66%-67%		66%	n/a	n/a
Dividend yield		0.38%		1.92%		1.92%	n/a	n/a
Weighted average grant date fair value	$	17.50-$19.89	$	14.83-$16.15	$	14.87-$16.11	n/a	n/a

* We did not issue stock options prior to 2012.

The risk-free interest rate assumption is based on observed interest rates for constant maturity U.S. Treasury securities consistent with the expected life of our employee stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the simplified method. Under the simplified method, the expected life of an option is presumed to be the midpoint between the vesting date and the end of the contractual term. We used the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options. Expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected life of the stock options. During the nine months ended September 30, 2013, we updated and expanded the list of comparable companies used to estimate expected volatility by including companies in our industry that had recently completed initial public offerings, and replacing some of the companies that had been used in prior periods with others that we believed to be more comparable to us in terms of size, business model or stage of development.

Our estimate of pre-vesting forfeitures, or forfeiture rate, is based on our analysis of historical behavior by stock option holders. The estimated forfeiture rate is applied to the total estimated fair value of the awards, as derived from the Black-Scholes model, to compute the stock-based compensation expense, net of pre-vesting forfeitures, to be recognized in our consolidated statements of operations.

Based upon an assumed initial public offering price of $23.00 per share, the midpoint of the range set forth on the cover of this prospectus, the aggregate intrinsic value of outstanding options to purchase shares of our common stock as of January 8, 2014 was $119.1 million, of which $47.3 million related to vested options and $71.8 million to unvested options.

We value restricted stock based on the estimated fair value of our common stock on the date of grant. In 2013, we granted restricted stock to certain executives under the Omnibus Incentive Plan. The following summarizes the determinations made in estimating the fair value of restricted stock granted under the Omnibus Incentive Plan in 2013.

We are a private company with no active public market for our common stock. Therefore, in response to Section 409A of the Internal Revenue Code of 1986, as amended, related regulations issued by the Internal Revenue Service and accounting standards related to stock-based compensation, we have periodically determined for financial reporting purposes the estimated per share fair value of our common stock at various dates using contemporaneous valuations performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants Practice Aid, “Valuation of Privately-Held Company Equity Securities Issued as Compensation,” also known as the Practice Aid. We performed these contemporaneous valuations as of December 31, 2011, 2012, and 2013. In conducting the contemporaneous valuations, we considered all objective and subjective factors that we believed to be relevant for each valuation conducted, including management’s best

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estimate of our business condition, prospects and operating performance at each valuation date. Within the contemporaneous valuations performed by our management, a range of factors, assumptions and methodologies were used. The significant factors included:

• independent third-party valuations performed contemporaneously or shortly before the grant date, as applicable;

• the fact that we are a privately held finance company and our common stock is illiquid;

• the nature and history of our business;

• our historical financial performance;

• our discounted future cash flows, based on our projected operating results;

• valuations of comparable public companies;

• general economic conditions and the specific outlook for our industry;

• the likelihood of achieving a liquidity event for shares of our common stock, such as an initial public offering, or IPO, or a sale of our company, given prevailing market conditions, or remaining a private company; and

• the state of the IPO market for similarly situated privately held finance companies.

The dates of our contemporaneous valuations have not always coincided with the dates of our stock-based compensation grants. In such instances, management’s estimates have been based on the most recent contemporaneous valuation of our shares of common stock and our assessment of additional objective and subjective factors we believed were relevant as of the grant date. The additional factors considered when determining any changes in fair value between the most recent contemporaneous valuation and the grant dates included our operating and financial performance, current business conditions and the market performance of comparable publicly traded companies.

There are significant judgments and estimates inherent in these contemporaneous valuations. These judgments and estimates include assumptions regarding our future operating performance, the time to completing an IPO or other liquidity event, and the determinations of the appropriate valuation methods. If we had made different assumptions, the amount disclosed in our financial statements of stock-based compensation expense to be recorded following an IPO could have been significantly different.

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS, MANAGEMENT AND SELLING STOCKHOLDERS

The following table sets forth information about the beneficial ownership of our common stock as of December 31, 2013, after giving effect to the Reorganization, and as adjusted to reflect the sale of the shares of common stock by the selling stockholders in this offering, for:

• each person known to us to be the beneficial owner of more than 5% of our common stock;

• each named executive officer;

• each of our directors;

• all of our executive officers and directors as a group; and

• each selling stockholder.

Unless otherwise noted below, the address of each beneficial owner listed on the table is c/o Santander Consumer USA Inc., 8585 North Stemmons Freeway, Suite 1100-N, Dallas, Texas 75247. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 346,760,107 shares of common stock outstanding as of December 31, 2013, after giving effect to the Reorganization, and 347,363,230 shares outstanding upon the completion of this offering.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of unvested restricted stock because holders of unvested restricted stock under the Omnibus Incentive Plan hold the right to vote such stock, and we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of December 31, 2013. We, however, did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person.

	Shares Owned Before the Offering					Number of Shares Offered		Number of Shares Subject to Underwriters’ Option		Shares Owned After the Offering (no option exercise)					Shares Owned After the Offering (full option exercise)
Name of Beneficial Owner	Number		Percentage							Number		Percentage			Number		Percentage
Beneficial owners of 5% or more of our common stock:
DDFS LLC (1)		34,598,506		9.98	%		—		—		34,598,506		9.96	%		34,598,506		9.96	%
Santander Holdings USA, Inc. (2)		224,890,292		64.85	%		12,082,199		1,812,330		212,808,093		61.26	%		210,995,763		60.74	%
Sponsor Auto Finance Holdings Series LP		86,496,266		24.94	%		52,532,072		7,970,278		33,964,195		9.78	%		25,993,917		7.48	%
Directors and Named Executive Officers:
Thomas G. Dundon (3)		43,695,457		12.41	%		2,077,384		315,186		36,324,502		10.46	%		36,009,316		10.37	%
Jason Kulas (4)		677,596			*		191,164		5,042		228,385			*		223,343			*
Jason Grubb (5)		430,899			*		141,196		—		58,989			*		58,989			*
Eldridge A. Burns, Jr. (6)		181,155			*		60,895		—		20,759			*		20,759			*
Rich Morrin (7)		133,467			*		40,819		—		25,949			*		25,949			*
Gonzalo de Las Heras		—		—			—		—		—		—			—		—
Juan Carlos Alvarez		—		—			—		—		—		—			—		—
Roman Blanco		—		—			—		—		—		—			—		—
Stephen A. Ferriss		—		—			—		—		—		—			—		—
Matthew Kabaker		—		—			—		—		—		—			—		—
Tagar C. Olson		—		—			—		—		—		—			—		—
Alberto Sanchez		—		—			—		—		—		—			—		—
Juan Andres Yanes		—		—			—		—		—		—			—		—

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	Shares Owned Before the Offering					Number of Shares Offered		Number of Shares Subject to Underwriters’ Option		Shares Owned After the Offering (no option exercise)					Shares Owned After the Offering (full option exercise)
Name of Beneficial Owner	Number		Percentage							Number		Percentage			Number		Percentage
Daniel Zilberman		—		—			—		—		—		—			—		—
All executive officers and directors as a group (21 persons)		45,755,765		12.94	%		2,713,742		320,228		36,688,859		10.56			36,368,631		10.47
Other selling stockholders:
James W. Fugitt (8)		179,424			*		42,288		—		19,029			*		19,029			*
R. Michele Rodgers (9)		90,336			*		34,191		—		—		—			—		—
Michelle L. Whatley (10)		118,763			*		40,819		—		11,245			*		11,245			*
Hugo R. Dooner (11)		79,453			*		24,091		—		—		—			—		—
Jennifer Popp (12)		26,442			*		6,692		—		—		—			—		—
Brad Martin (13)		142,771			*		54,203		—		—		—			—		—

* Represents less than 1% beneficial ownership

(1) A Delaware limited liability company solely owned by our Chief Executive Officer, Thomas G. Dundon.

(2) A wholly owned subsidiary of Santander.

(3) Shares owned before the offering includes 34,598,506 shares owned by DDFS LLC, 382,880 shares of restricted stock, 5,293,572 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013 and 3,420,499 shares held indirectly through Sponsor Auto Finance Holdings.

(4) Shares owned before the offering includes 172,296 shares of restricted stock, 415,974 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013 and 54,728 shares held indirectly through Sponsor Auto Finance Holdings. Mr. Kulas intends to exercise 374,377 options prior to this offering pursuant to a net exercise feature of such options assuming an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus.

(5) Shares owned before the offering includes 28,716 shares of restricted stock and 371,910 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013. Mr. Grubb intends to exercise 334,719 options prior to this offering pursuant to a net exercise feature of such options assuming an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus.

(6) Shares owned before the offering includes 160,396 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013. Mr. Burns intends to exercise 144,357 options prior to this offering pursuant to a net exercise feature of such options assuming an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus.

(7) Shares owned before the offering includes 107,519 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013. Mr. Morrin intends to exercise 96,767 options prior to this offering pursuant to a net exercise feature of such options assuming an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus.

(8) Shares owned before the offering includes 160,396 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013. Mr. Fugitt intends to exercise 100,248 options prior to this offering pursuant to a net exercise feature of such options assuming an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus.

(9) Shares owned before the offering includes 90,336 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013. Ms. Rodgers intends to exercise 81,303 options prior to this offering pursuant to a net exercise feature of such options assuming an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus.

(10) Shares owned before the offering includes 107,519 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013. Ms. Whatley intends to exercise 96,767 options prior to this offering pursuant to a net exercise feature of such options assuming an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus.

(11) Includes 79,453 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013. Mr. Dooner intends to exercise 57,109 options prior to this offering pursuant to a net

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exercise feature of such options assuming an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus.

(12) Includes 26,442 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013. Ms. Popp intends to exercise 15,863 options prior to this offering pursuant to a net exercise feature of such options assuming an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus.

(13) Includes 142,771 stock options that are currently exercisable or are exercisable within 60 days of December 31, 2013. Mr. Martin intends to exercise 128,494 options prior to this offering pursuant to a net exercise feature of such options assuming an initial public offering price of $23.00 per share, which represents the midpoint of the range set forth on the cover page of this prospectus.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the director and executive officer compensation arrangements discussed above under “Compensation Discussion and Analysis,” the following is a summary of material provisions of various transactions we have entered into with our executive officers, directors (including nominees), 5% or greater stockholders and any of their immediate family members or entities affiliated with them since January 1, 2010. We believe the terms and conditions set forth in such agreements are reasonable and customary for transactions of this type.

2011 Investment

On October 20, 2011, SCUSA Illinois and SHUSA entered into an investment agreement with Auto Finance Holdings. Auto Finance Holdings is jointly owned by investment funds affiliated with Warburg Pincus LLC, Kohlberg Kravis Roberts & Co. L.P. and Centerbridge Partners, L.P., as well as DFS Sponsor Investments LLC and our Chief Financial Officer. On October 20, 2011, we also entered into an investment agreement with DDFS.

On December 31, 2011, SCUSA Illinois completed (i) the sale to Auto Finance Holdings of an aggregate number of 32,438,127.19 shares of common stock of SCUSA Illinois for an aggregate purchase price of $1.0 billion and (ii) the sale to DDFS of 5,140,468.58 shares of common stock of SCUSA Illinois for aggregate consideration of $158.2 million, a portion of which was financed under a general line of credit extended by an affiliate of Santander to DDFS. These sales are collectively referred to as the “Equity Transaction.” In addition, on December 31, 2011, we completed the sale to certain members of our management of 67,373.99 shares of common stock of SCUSA Illinois for an aggregate consideration of approximately $2.1 million. Members of management purchasing shares of common stock of SCUSA Illinois were Jason A. Kulas, Jason W. Grubb, Eldridge A. Burns, Jr. and Richard Morrin, each of whom is a named executive officer; James W. Fugitt and Michelle L. Whatley, each of whom is an executive officer, Matthew Fitzgerald, our Executive Vice President, Sales and Marketing, and Steve Zemaitis, our Executive Vice President, Originations.

Concurrently with the sale of shares of our common stock to certain of our officers described above, the officers entered into Management Shareholder Agreements with us. The Management Shareholder Agreements granted these officers piggyback registration rights pursuant to which they may require us to include their shares in this offering and in any offering hereafter that involves, in whole or in part, a secondary offering of our shares, provided that Auto Finance Holdings is selling shares in such offering. The Management Shareholder Agreements also provide that these officers may not sell or otherwise dispose of shares acquired in the Equity Transaction until December 31, 2016 and for customary periods before and after an underwritten offering of shares of our common stock.

Shareholders Agreement

In connection with this offering, we will enter into the Shareholders Agreement, which will replace the existing shareholders agreement with each of our Principal Stockholders and Mr. Dundon. The Shareholders Agreement will provide our Principal Stockholders, among other things, certain rights related to director nominations, approvals over certain actions taken by us and registration rights.

Board Composition

The Shareholders Agreement will provide that SHUSA will have the right to nominate the following number of directors at each applicable threshold for its share ownership: (i) greater than or equal to 50% of our then-outstanding shares of common stock, seven of our directors, (ii) greater than or equal to 35% and less than 50% of our then-outstanding shares of common stock, six of our directors, (iii) greater than or equal to 25% and less than 35% of our then-outstanding shares of common stock, five of our directors, (iv) greater than or equal to 15% and less than 25% of our then-outstanding shares of common stock, three of our directors (increased to four of our directors prior to a Sponsor/DDFS Termination Event (as defined below) and increased to five of our

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directors prior to a Sponsor/DDFS Termination Event if Mr. Dundon is no longer our Chief Executive Officer), (v) greater than or equal to 10% and less than 15% of our then-outstanding shares of common stock, two of our directors (increased to four of our directors prior to a Sponsor/DDFS Termination Event and increased to five of our directors prior to a Sponsor/DDFS Termination Event if Mr. Dundon is no longer our Chief Executive Officer) and (vi) greater than or equal to 5% and less than 10% of our then-outstanding shares of common stock, one of our directors.

The Shareholders Agreement will also provide that DDFS and Auto Finance Holdings will collectively have the right to nominate five of our directors prior to a Sponsor/DDFS Termination Event. A Sponsor/DDFS Termination Event occurs when either: (x) if DDFS owns at least 8.5% of our then-outstanding shares of common stock (excluding shares acquired by DDFS or Mr. Dundon pursuant to any equity-based compensation plan), the total number of shares of our common stock owned collectively by DDFS and Auto Finance Holdings divided by the total number of shares of our common stock outstanding immediately following the completion of the Reorganization is less than 21.0%, or (y) if DDFS owns less than 8.5% of our then-outstanding shares of common stock (excluding shares acquired by DDFS or Mr. Dundon pursuant to any equity-based compensation plan), the total number of shares of our common stock owned by Auto Finance Holdings divided by the total number of shares of our common stock outstanding immediately following the completion of the Reorganization is less than 12.5%. Prior to a Sponsor/DDFS Termination Event and for so long as Mr. Dundon is our Chief Executive Officer, Mr. Dundon will be one of DDFS’s and Auto Finance Holdings’s collective nominees. Following a Sponsor/DDFS Termination Event, Mr. Dundon will have the right to serve as a director for so long as (x) Mr. Dundon is our Chief Executive Officer or (y) Mr. Dundon owns at least 5% of our then-outstanding shares of common stock (excluding shares acquired by DDFS or Mr. Dundon pursuant to any equity-based compensation plan) and has continued to comply with certain provisions of his employment agreement with the Company. Following a Sponsor/DDFS Termination Event, Auto Finance Holdings will have the right to nominate the following number of directors at each applicable threshold for its share ownership: (i) greater than or equal to 10% of our then-outstanding shares of common stock, two of our directors and (ii) greater than or equal to 5% and less than 10% of our then-outstanding shares of common stock, one of our directors.

The Shareholders Agreement will also provide that the obligation to nominate directors that are “independent” as defined under the rules of the NYSE and Rule 10A-3 of the Exchange Act will be allocated proportionately between SHUSA, on the one hand, and DDFS and Auto Finance Holdings, on the other hand, prior to a Sponsor/DDFS Termination Event, and between SHUSA and Auto Finance Holdings following a Sponsor/DDFS Termination Event, in each case after taking into account any independent directors that are nominated in accordance with our amended and restated bylaws and not by our Principal Stockholders. Therefore, following the completion of the offering, two of SHUSA’s nominees and one of DDFS’s and Auto Finance Holdings’s collective nominees will be “independent” as defined under the rules of the NYSE and Rule 10A-3 of the Exchange Act, subject to any permitted “phase-in” periods.

As a result of the foregoing, the entirety of our board of directors immediately following the completion of the offering will be nominated by our Principal Stockholders pursuant to the Shareholders Agreement. However, upon a Sponsor/DDFS Termination Event or a reduction of SHUSA’s share ownership below the above described thresholds, certain of our directors will no longer be nominated by our Principal Stockholders and will be nominated in accordance with our amended and restated bylaws. Based on the number of shares offered by our Principal Stockholders as set forth under “Security Ownership of Certain Beneficial Owners, Management and Selling Stockholders,” a Sponsor/DDFS Termination Event is expected to occur upon the completion of this offering.

The Shareholders Agreement will provide that SCUSA will take all action within its power to cause the individuals nominated by the Principal Stockholders pursuant to the provisions of the Shareholders Agreement described above to be included in the slate of nominees recommended by the board of directors to our stockholders for election as directors at each annual meeting of our stockholders and to cause the election of each

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such nominee, including soliciting proxies in favor of the election of such nominees. Each Principal Stockholder will commit under the terms of the Shareholders Agreement to vote all shares of our common stock owned by such Principal Stockholder to cause the election or re-election of the individuals nominated by all Principal Stockholders pursuant to the provisions of the Shareholders Agreement described above. In addition, the applicable Principal Stockholder(s) will have the right to designate a replacement to fill a vacancy on our board of directors created by the departure of a director that was nominated by the Principal Stockholder(s), and we will be required to take all action within our power to cause such vacancy to be filled by such designated replacement (including by promptly appointing such designee to the board of directors).

Approval Rights

The Shareholders Agreement will also provide that, until a Sponsor/DDFS Termination Event has occurred, the following actions by us will require the approval of each of SHUSA, DDFS, and Auto Finance Holdings, in their capacity as stockholders of SCUSA:

• the commencement of an insolvency or similar proceeding relating to the Company or certain of our material subsidiaries;

• any non-pro rata reduction to the share capital of the Company or certain of our material subsidiaries, except as required by law;

• certain amendments to our organizational documents or the organizational documents of certain of our material subsidiaries;

• any appointment of an individual to the board of directors of the Company or certain of our material subsidiaries contrary to the rights described under “— Board Composition” above;

• any merger, amalgamation, consolidation or similar transaction involving, or the sale of substantially all of the assets of, the Company or certain of our material subsidiaries; and

• any change in the principal line of business of the Company or certain of our material subsidiaries.

The Shareholders Agreement will also provide that, until a Sponsor/DDFS Termination Event has occurred, the following actions by us will require the approval of a majority of the directors nominated by SHUSA and a majority of the directors nominated collectively by DDFS and Auto Finance Holdings:

• the entry into, or amendment or termination of, material contracts or other agreements;

• the sale, conveyance, transfer or other disposition of material property or assets of the Company or any of our subsidiaries;

• the institution or settlement by the Company or any of our subsidiaries of any material litigation or arbitration;

• the declaration or payment of dividends or other distributions in respect of the capital stock of the Company;

• except as required by changes in law or GAAP, any change to the material accounting policies of the Company;

• except as required by changes in law or changes which are consistent with changes to the tax policies or positions of affiliates of Santander in the United States, any change to the material tax policies or positions of the Company;

• any change in the compensation of members of the board of directors of the Company in their capacity as directors;

• the making by the Company or any of our subsidiaries of any material investment in, or the acquisition of, any material assets or entity (other than investments in wholly owned subsidiaries), or the entry into any material joint ventures, partnerships or similar arrangements;

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• the incurrence by the Company or any of our subsidiaries of any material indebtedness or the assumption of any material obligations (fixed or contingent);

• the approval of the annual budget of the Company;

• any transactions with affiliates (including our Principal Stockholders) subject to certain exceptions;

• any issuance or repurchase of equity or equity linked securities by the Company (other than pursuant to equity-based compensation plans approved by the stockholders);

• the hiring or removal of certain of our executive officers;

• any changes in the compensation of our executive officers;

• any adoption, modification or termination of any equity-based incentive plans;

• any amendment to the Company’s liquidity policy;

• certain amendments to the organizational documents of the Company; and

• any consent by the Company or any of our subsidiaries to the transfer by Santander or any of its affiliates of any portion of their respective commitments under certain of the Santander Credit Facilities.

Upon a Sponsor/DDFS Termination Event, the foregoing approval rights will terminate and no longer be applicable to actions taken by the Company or any of our subsidiaries. However, the Shareholders Agreement will also provide that, following a Sponsor/DDFS Termination Event, the following actions by us will require the approval of a majority of the directors nominated by SHUSA for so long as SHUSA’s share ownership is greater than 20% of our then-outstanding shares of common stock:

• except as required by changes in law or GAAP, any change to the material accounting policies of the Company;

• except as required by changes in law or changes which are consistent with changes to the tax policies or positions of affiliates of Santander in the United States, any change to the material tax policies or positions of the Company; and

• any change in the principal line of business of the Company or certain of our material subsidiaries.

Registration Rights

The Shareholders Agreement will also contain registration rights provisions with respect to our common stock. Specifically, each of Auto Finance Holdings and SHUSA will have demand registration rights that will be exercisable 180 days after the consummation of this offering. The demand registration rights require us to register the shares of our common stock owned by Auto Finance Holdings or SHUSA with the SEC for sale by it to the public. We may postpone the filing of such a registration statement or suspend the effectiveness of any registration statement for a “blackout period” not in excess of 60 days if we are planning to prepare and file a registration statement for a primary offering or there is a pending or contemplated material acquisition or other material transaction or reorganization and our Chief Executive Officer or Chief Financial Officer reasonably concludes that such postponement or suspension would be in the Company’s best interest, provided that we may not postpone the filing of a registration statement or suspend the effectiveness of a registration statement more than once during any 12-month period. The Shareholders Agreement will provide that we will be responsible for and must pay all fees and expenses incident to any registration described above.

In addition, in the event that we are registering additional shares of common stock for sale to the public following this offering, whether on our own behalf, through a demand registration (as described above) or otherwise (other than any registration relating to any employee benefit or similar plan, any dividend reinvestment plan or any acquisition by us pursuant to a registration statement filed in connection with an exchange offer), we

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are required to give notice of our intention to effect such a registration to each of our Principal Stockholders. Each of our Principal Stockholders will have piggyback registration rights pursuant to which they may require us to include their shares of our common stock in any such registration, subject to certain customary limitations and other customary registration rights provisions.

Other

The Shareholders Agreement will provide that neither we nor SHUSA is permitted to take any action that would cause Auto Finance Holdings or DDFS to be required to register as a bank holding company.

The Shareholders Agreement will also provide that the Principal Stockholders will have preemptive rights to purchase their respective proportionate shares of any issuance by the Company of equity securities, securities convertible into or exercisable for equity securities or securities that include an equity component, subject to certain exceptions.

Other Arrangements

Guarantees

Santander has provided guarantees on the covenants, agreements, and our obligations under the governing documents of our warehouse facilities and privately issued amortizing notes. These guarantees are limited to our obligations as servicer.

Currently Outstanding Borrowing Arrangements

Santander, through its New York Branch, has extended various credit facilities (the Santander Credit Facilities) to us for an aggregate amount of $4.5 billion.

• Santander Consumer Funding 3 LLC (a subsidiary of SCUSA) has a committed facility of $1,750 million established in December 2011. As of December 31, 2011, the balance of the line was $1,748 million. Santander Consumer Funding 3 LLC paid $37.3 in interest on this line of credit during 2011. The highest outstanding balance of the line in 2012 was $1,750 million. As of December 31, 2012, the balance of the line was $1,385 million. In 2012, Santander Consumer Funding 3 LLC paid $13.9 million in interest on this line of credit. The current maturity of the facility is December 31, 2015.

• Santander Consumer Funding 5 LLC (a subsidiary of SCUSA) has a committed facility of $1,750 million established in December 2011. As of December 31, 2011, the balance of the line was $300 million. Santander Consumer Funding 5 LLC paid no interest on this line of credit during 2011. The highest outstanding balance of the line in 2012 was $425 million. As of December 31, 2012, the balance of the line was zero. In 2012, Santander Consumer Funding 5 LLC paid $0.5 million in interest on this line of credit. The current maturity of the facility is December 31, 2017.

• Santander Consumer Captive Auto Funding LLC (a subsidiary of SCUSA) has a committed facility of $500 million established on May 31, 2013. The current maturity of the facility is December 31, 2015.

• Santander Consumer Captive Auto Funding 5 LLC (a subsidiary of SCUSA) has a committed facility of $500 million established on May 31, 2013. The current maturity of the facility is December 31, 2017.

Any secured drawings outstanding under the Santander Credit Facilities at the time of the facilities’ maturity will amortize to match the maturities and expected cash flows of the corresponding collateral. The current maturity of each facility is listed above. Santander has the option to allow us to renew these facilities. These facilities currently permit unsecured borrowing but generally are collateralized.

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Previously Outstanding Borrowing Arrangements

• Santander Consumer Receivables 2 LLC (a subsidiary of SCUSA) had a line of credit with Santander’s New York branch. The credit limit in 2010 and until December 30, 2011 was $3.65 billion. The highest outstanding balance of the line in 2010 was $2,930 million. The balance of the line was $2,552 million as of December 31, 2010. In 2010, Santander Consumer Receivables 2 LLC paid $32.6 million in interest on this line of credit. The highest outstanding balance of the line in 2011 was $3,638 million. In 2011, Santander Consumer Receivables 2 LLC paid $37.3 million in interest on this line of credit. On December 30, 2011, this facility was replaced by the facilities extended to Santander Consumer Funding 3 LLC and Santander Consumer Funding 5 LLC and the outstanding balances were refinanced by those facilities.

• We had a $150 million revolving line of credit with Santander Benelux. The highest balance on the line during each of 2010 and 2011 was $150 million. The outstanding balance of the line as of December 31, 2010 was $150 million. In 2010 and 2011, we paid Santander Benelux $1.7 million and $3.2 million respectively, in interest on this line of credit. The line was terminated by mutual consent of Santander Benelux and us on December 30, 2011.

• We had $100 million and $150 million revolving lines of credit with Santander Benelux, SA, NV (“Santander Benelux”), a wholly owned subsidiary of Santander. In 2010 and 2011, we paid Santander Benelux $4.1 million and $5.2 million in interest on these lines of credit. The lines were terminated by mutual consent of Santander Benelux and us on December 30, 2011.

• In 2010, we had a $200 million unsecured loan from Santander’s New York branch. The outstanding balance as of January 1, 2010 was $28 million. In 2010, we paid $2.7 million in interest on this loan. This loan was paid off in 2010.

• In 2010, we had a $500 million line of credit with Santander’s New York branch. The outstanding balance as of January 1, 2010 was $500 million. In 2010, we paid $6.8 million in interest on this line of credit. This line of credit was paid off in 2010.

• In 2010, we had a $1.7 billion warehouse line of credit with Abbey National Bank, now Santander UK plc, a wholly owned subsidiary of Santander. As of January 1, 2010, the outstanding balance on the line was $1,683 million. In 2010, we paid $14.8 million in interest on this line of credit. This line of credit was paid off in 2010.

• In 2010, we had a $700 million warehouse line of credit with SBNA. The maximum amount outstanding in 2010 was $375.5 million. We paid $0.5 million in interest on this line of credit in 2010. This line of credit was paid off in 2010.

• In 2010, we had a $1,800 million line of credit with Santander’s New York Branch. The outstanding balance as of December 31, 2010 was $1,596 million. We paid $18.8 million of interest on this line of credit in 2010. On December 30, 2011, the line was terminated and replaced with a $1.0 billion line of credit maturing on December 31, 2014. We did not borrow on the new line of credit. On May 31, 2013, the new line of credit was terminated and replaced with the facilities extended to Santander Consumer Captive Auto Funding LLC and Santander Consumer Captive Auto Funding 5 LLC.

Servicing Arrangements

• We are under contract with SBNA to service the bank’s retail vehicle loan portfolio, which had a balance of $251 million as of December 31, 2012. For the years 2012, 2011 and 2010, SBNA paid $11.8 million, $19.9 million, and $29.1 million, respectively, to us with respect to this agreement.

• We are under contract with SBNA to service the bank’s RV loan portfolio, which had a balance of $1.4 billion as of December 31, 2012. In 2012 and 2011, SBNA paid $14.2 million and $16.4 million, respectively, to us with respect to this agreement.

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• We are under contract with SBNA to service the bank’s portfolio of Chrysler dealer loans either purchased from us or originated under a flow agreement with us. These services began in August 2013 and SBNA had not paid any servicing fees to us as of September 30, 2013. SBNA paid us a $9 million referral fee in June 2013 in connection with the flow agreement.

Other Agreements

• Produban Servicios Informaticos Generales, S.L., a Santander affiliate, is under contract with us to provide a videoconferencing system. Expenses incurred, which are included as a component of data processing, communications and other expenses, totaled $148,000, $160,000, and $161,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

• We have entered into interest rate swaps and caps with Santander and its affiliates with a notional value of approximately $9.2 billion as of September 30, 2013.

• We have established a $500 million letter of credit facility with Santander’s New York Branch. As of December 31, 2010 the facility commitment was reduced from $1 billion to the current $500 million. For 2010, the highest balance outstanding under this facility was $506.1 million and the balance as of December 31, 2010 was $198.5 million. In 2010, we paid $3.8 million in interest and fees on letters of credit issued under this facility. For 2011, the highest balance outstanding under this facility was $351.9 million and the balance as of December 31, 2011 was $285.9 million. In 2011, we paid $2.2 million in interest and fees on letters of credit issued under this facility. For 2012, the highest balance outstanding under this facility was $269.8 million and the balance as of December 31, 2012 was zero. In 2012, the Company paid $1.0 million in fees on letters of credit issued under this facility. We have not used the letter of credit facility during 2013 YTD.

• On December 21, 2012, we entered into a Master Services Agreement with a company in which we have a cost method investment and hold a warrant to increase our ownership if certain vesting conditions are satisfied. The Master Services Agreement enables us to review credit applications of retail store customers. We began reviewing applications under terms of this Agreement on October 24, 2013 and have originated approximately $139,000 in loans under the Agreement as of December 31, 2013.

• We pay certain expenses incurred by Mr. Dundon in the operation of his private plane when used for SCUSA business within the contiguous 48 states of the United States. Under this practice, payment is based on a set flight time hourly rate, and the amount of our reimbursement is not subject to a maximum cap per fiscal year. During fiscal year 2013, the average flight time hourly rate was approximately $5,400, and accordingly, we paid approximately $496,000 to Meregrass Company, a 135 charter company that manages this operation, under this practice.

• Two of the funds that invested in Auto Finance Holdings, CCP II Auto Holdings LLC and KKR 2006 Auto Holding I LLC, also were the equity investors in two LLCs that were formed in 2011 and were consolidated in our financial statements due to our being the primary beneficiary of the entities. On August 30, 2013, the funds abandoned their interests in the entities, resulting in our having full ownership of the entities, which continue to be consolidated in our financial statements. Each fund’s investment in each LLC was $5,000. At the time the LLCs were formed, we entered into indemnification agreements with each of the funds whereby we reimbursed the funds, on a grossed-up basis, for all taxes they incurred related to their investments in the LLCs. Payments under these indemnification agreements have totaled $28,080,000, all of which was paid during the year ended December 31, 2012. In July 2013, we recovered $9,092,925 of this amount as a result of a tax refund to one of the funds. In November 2013, we recovered an additional $9,172,726. We currently have a receivable of $8,602,921, representing the remaining amount of the indemnification payments that we expect to recover as the funds receive additional tax refunds. Additionally, one of the funds served as the managing member of the VIEs until the abandonment. The VIEs each paid a management fee of

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$25,000 to the managing member in each of the years ended December 31, 2012 and 2011, and reimbursed expenses incurred by the managing member on behalf of the VIEs totaling $156,237 and zero for the years ended December 31, 2012 and 2011, respectively.

• On October 21, 2013, we entered into a lease for approximately 373,000 square feet at a property intended to serve as our corporate headquarters, and in which property Mr. Dundon, Mr. Sanchez and Mr. Kulas each have a minority equity investment. Future minimum lease payments for the 12-year term of the lease total approximately $83.6 million.

Approval of Related-Party Transactions

Transactions by us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. In connection with this offering, we intend to revise our written policy to ensure compliance with all applicable requirements of the SEC and the NYSE concerning related-party transactions.

Under the new policy, our directors and director nominees, executive officers and holders of more than 5% of our common stock, including their immediate family members, will not be permitted to enter into a related party transaction with us, as described below, without the consent of our Audit Committee. Any request for us to enter into a transaction in which the amount involved exceeds $120,000 and any such party has a direct or indirect material interest, subject to certain exceptions will be required to be presented to our Audit Committee for review, consideration and approval. Management will be required to report to our Audit Committee any such related party transaction and such related party transaction will be reviewed and approved or disapproved by the disinterested members of our Audit Committee.

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DESCRIPTION OF CAPITAL STOCK

The following descriptions include summaries of the material terms of our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective upon the completion of this offering. Reference is made to the more detailed provisions of the amended and restated certificate of incorporation and amended and restated bylaws, forms of which will be filed with the SEC as exhibits to the registration statement of which this prospectus is a part, and applicable law. Because this is only a summary, it may not contain all the information that is important to you.

General

Upon the completion of this offering, our amended and restated certificate of incorporation will authorize us to issue 1.1 billion shares of common stock, $0.01 par value per share, and 100 million shares of preferred stock, $0.01 par value per share. Immediately following the completion of this offering, we will have 347,363,230 shares of common stock outstanding. There will be no shares of preferred stock outstanding immediately following this offering.

Common Stock

Voting Rights

Holders of common stock will be entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock will not have cumulative voting rights in the election of directors.

Dividend Rights

Holders of common stock will be entitled to ratably receive dividends if, as and when declared from time to time by our board of directors at its own discretion out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, if any. Under Delaware law, we can only pay dividends either out of “surplus” or out of the current or the immediately preceding year’s net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation’s assets can be measured in a number of ways and may not necessarily equal their book value.

Liquidation Rights

Upon liquidation, dissolution or winding up, the holders of common stock will be entitled to receive ratably the assets available for distribution to the stockholders after payment of all liabilities and accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock.

Other Matters

The common stock will have no preemptive or conversion rights pursuant to the terms of our amended and restated certificate of incorporation and amended and restated bylaws. There will be no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock will be fully paid and non-assessable, and the shares of our common stock offered in this offering, upon payment and delivery in accordance with the underwriting agreement, will be fully paid and non-assessable.

Preferred Stock

Pursuant to our amended and restated certificate of incorporation, shares of preferred stock will be issuable from time to time, in one or more series, with the designations of the series, the voting rights of the shares of the series (if any), the powers, preferences and relative, participation, optional or other special rights (if any), and

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any qualifications, limitations or restrictions thereof as our board of directors from time to time may adopt by resolution (and without further stockholder approval), subject to certain limitations. Each series will consist of that number of shares as will be stated and expressed in the certificate of designations providing for the issuance of the stock of the series.

Composition of Board of Directors

In accordance with our amended and restated certificate of incorporation and amended and restated bylaws, the number of directors comprising our board of directors will be fixed in our amended and restated bylaws and may only be increased or decreased from time to time by an amendment to our amended and restated bylaws. We intend to avail ourselves of the “controlled company” exception under NYSE rules, which exempt us from certain requirements, including the requirements that we have a majority of independent directors on our board of directors and that we have compensation and nominating and corporate governance committees composed entirely of independent directors. We will, however, remain subject to the requirement that we have an audit committee composed entirely of independent members.

Upon the completion of this offering, we expect to have eleven directors and one vacant director position. Our amended and restated certificate of incorporation and amended and restated bylaws will provide that our board of directors will be elected annually at an annual or special meeting of stockholders, with such election decided by plurality vote, each year, except as provided in the Shareholders Agreement. Each director is to hold office until his successor is duly elected and qualified or until his earlier death, resignation or removal. At any meeting of our board of directors, except as otherwise required by law or in connection with certain matters subject to our Principal Stockholders’ approval rights, a majority of the total number of directors then in office will constitute a quorum for all purposes.

In addition, the Shareholders Agreement will provide our Principal Stockholders with the right to designate all of the nominees to our board of directors immediately following the completion of the offering. See “Certain Relationships and Related Party Transactions — Shareholders Agreement.”

Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Certain provisions of Delaware law and certain provisions that will be included in our amended and restated certificate of incorporation and amended and restated bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

Preferred Stock

Our amended and restated certificate of incorporation will contain provisions that permit our board of directors to issue, without any further vote or action by the stockholders (subject to the approval rights described under “Certain Relationships and Related Party Transactions — Shareholders Agreement”), shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting rights (if any) of the shares of the series, and the powers, preferences and relative, participation, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such series.

Vacancies

Vacancies on our board of directors may be filled only by election at an annual meeting or at a special meeting of stockholders called for that purpose, subject to the rights of the Principal Stockholders to designate replacements to fill vacancies created by the departure of directors designated by the Principal Stockholders. See “Certain Relationships and Related Party Transactions — Shareholders Agreement.”

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No Cumulative Voting

Our amended and restated certificate of incorporation will provide that stockholders do not have the right to cumulative votes in the election of directors.

Special Meetings of Stockholders

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that, except as otherwise required by law, special meetings of the stockholders may be called only by any officer at the request of a majority of our board of directors, by the chairman of the board of directors or by our Chief Executive Officer. In addition, for so long as SHUSA, DDFS and Auto Finance Holdings and their respective affiliates beneficially own more than 50% of our voting stock, special meeting of stockholders may also be called at the request of the holders of 50% of our voting stock. At such time as SHUSA, DDFS and Auto Finance Holdings and their respective affiliates beneficially own less than or equal to 50% of our voting stock, stockholders will no longer be permitted to call a special meeting or to require the board of directors to call a special meeting.

Advance Notice Procedures for Director Nominations

Our amended and restated bylaws will provide that stockholders (except stockholders with nomination rights under the Shareholders Agreement) seeking to nominate candidates for election as directors at an annual or special meeting of stockholders must provide timely notice thereof in writing. To be timely, a stockholder’s notice generally will have to be delivered to and received at our principal executive offices before notice of the meeting is issued by the secretary of the Company, with such notice being served not less than 10 nor more than 60 days before the meeting. Although the amended and restated bylaws will not give the board of directors the power to approve or disapprove stockholder nominations of candidates to be elected at an annual meeting, the amended and restated bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of the Company.

Action by Written Consent

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that any action to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by written consent. However, for so long as SHUSA, DDFS and Auto Finance Holdings and their respective affiliates beneficially own more than 50% of our voting stock, any action of the stockholders that may be effected at an annual or special meeting of stockholders may also be effected by the written consent of stockholders having at least the minimum number of votes required to take such action at a meeting of stockholders. At such time as SHUSA, DDFS and Auto Finance Holdings and their respective affiliates beneficially own less than or equal to 50% of our voting stock, stockholders will no longer be permitted to act by written consent.

Amendment of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws; Supermajority Provisions

The DGCL generally provides that the affirmative vote of a majority of the outstanding shares of stock entitled to vote is required to amend a corporation’s certificate of incorporation or bylaws, unless the certificate of incorporation requires a greater percentage. Our amended and restated certificate of incorporation and our amended and restated bylaws will provide that prior to a Sponsor/DDFS Termination Event, the following provisions in our amended and restated certificate of incorporation or amended and restated bylaws, as applicable, may be repealed, altered, amended or rescinded only by the affirmative vote of a majority of the combined voting power of the then outstanding shares of all classes and series of the Company then held by

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SHUSA and a majority of the combined voting power of the then outstanding shares of all classes and series of the Company then held by Auto Finance Holdings and DDFS, collectively:

• the provisions regarding notice of stockholder and board of directors meetings;

• the provision setting the number of directors on the board of directors;

• the provisions regarding the election of directors, nominations for directors and the appointment of the chairman and vice chairman of the board of directors;

• the provision regarding the frequency and place of meetings of the board of directors;

• the provisions regarding the requirements for a quorum and voting at meetings of stockholders and the board of directors;

• the provision regarding the establishment of committees of the board of directors;

• the provisions regarding competition and corporate opportunities;

• the provisions regarding filling vacancies on the board of directors and newly created directorships;

• the provisions regarding indemnification;

• the provisions regarding the removal of directors;

• the provisions regarding business combinations with interested stockholders;

• the provisions regarding advance notice procedures for director nominations and other stockholder business; and

• the provision regarding amendment to the above listed provisions.

Except as described above, our amended and restated bylaws may also be amended by our board of directors without a stockholder vote in any manner not inconsistent with Delaware law or our amended and restated certificate of incorporation.

In addition, the Shareholders Agreement provides that prior to a Sponsor/DDFS Termination Event, our Principal Stockholders will have approval rights over the following amendments to our amended and restated certificate of incorporation and amended and restated bylaws:

• any amendment that would change the name of the Company;

• any amendment that would change the jurisdiction of incorporation of the Company;

• any amendment that would change the purpose or purposes for which the Company is organized;

• any amendment that would change the size of the Company’s board of directors;

• any amendment that would change the authorized capital stock of the Company, including the creation or issuance of any new class or series of capital stock either (i) having separate class or disproportionate voting rights or (ii) ranking senior to the common stock as to dividends or upon liquidation;

• any amendment that would change the rights of any holders of common stock in a manner adverse to such holders; and

• any amendment that would change the approval rights of our Principal Stockholders with respect to the foregoing amendments to our amended and restated certificate of incorporation and certain other corporate actions described in “Certain Relationships and Related Party Transactions — Shareholders Agreement — Approval Rights”.

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See “Certain Relationships and Related Party Transactions — Shareholders Agreement.”

Business Combinations with Interested Stockholders

We currently intend to elect in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL, which generally prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock, for a period of three years following the date on which the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in accordance with Section 203. Accordingly, we are not subject to the anti-takeover effects of Section 203. However, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203, except that they provide that each of SHUSA and its successors and affiliates and certain of its direct transferees and Auto Finance Holdings and its successors and affiliates and certain of its direct transferees will not be deemed to be “interested stockholders,” and accordingly will not be subject to such restrictions, as long as it and its affiliates own at least 10% of our outstanding shares of common stock.

Limitation on Liability and Indemnification of Directors and Officers

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for breach of fiduciary duty as a director, except:

• for breach of duty of loyalty;

• for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;

• under Section 174 of the DGCL (unlawful dividends); or

• for transactions from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL. We are expressly authorized to, and do, carry directors’ and officers’ insurance providing coverage for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive directors.

The limitation on liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Renunciation of Certain Corporate Opportunities

Our amended and restated certificate of incorporation will provide that none of our Principal Stockholders or any of their affiliates (other than any member of our board of directors who is also an officer of the Company) will be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character that could be pursued by the Company, and may pursue for their own account or recommend to any other person any such investment opportunity.

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Listing

We have applied to have our common stock approved for listing on the NYSE under the symbol “SC.” Listing will be subject to our fulfilling all of the listing requirements of the NYSE, including the corporate governance standards applicable to controlled companies.

Transfer Agent and Registrar

Computershare Trust Company, N.A. is the transfer agent and registrar for the common stock.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no established public market for our common stock, and we cannot predict the effect, if any, that sales of shares or availability of any shares for sale will have on the market price of our common stock prevailing from time to time. Issuances or sales of substantial amounts of common stock (including shares issued on the exercise of options, warrants or convertible securities, if any) or the perception that such issuances or sales could occur, could adversely affect the market price of our common stock and our ability to raise additional capital through a future sale of securities.

Upon completion of this offering and the Reorganization, we will have 347,363,230 shares of common stock issued and outstanding. All of the 65,217,391 shares of our common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless such shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act or are subject to a lock-up agreement (described below). Upon completion of this offering, approximately 81.22% of our outstanding common stock will be held by “affiliates” as that term is defined in Rule 144 or be subject to a lock-up agreement (assuming no shares are sold in this offering to a holder that is subject to a lock-up agreement). The shares held by “affiliates” will be “restricted securities” as that phrase is defined in Rule 144. Subject to certain contractual restrictions, including the lock-up agreements, holders of restricted shares will be entitled to sell those shares in the public market if they qualify for an exemption from registration under Rule 144 or any other applicable exemption under the Securities Act. Subject to the lock-up agreements and the provisions of Rules 144 and 701 under the Securities Act, additional shares will be available for sale as set forth below.

Registration Statement on Form S-8

In addition to the issued and outstanding shares of our common stock, we intend to file a registration statement on Form S-8 to register an aggregate of approximately 29,800,986 shares of common stock reserved for issuance under our incentive programs. That registration statement will become effective upon filing and shares of common stock covered by such registration statement are eligible for sale in the public market immediately after the effective date of such registration statement (unless held by affiliates), subject to the lock-up agreements.

Lock-Up Agreements

See “Underwriting” for a description of lock-up agreements entered into with the underwriters in connection with this offering. Upon the completion of this offering, SHUSA will agree with Auto Finance Holdings to not sell or otherwise dispose of any shares of our common stock owned by SHUSA (other than to certain permitted transferees) for a period of twelve months following the completion of this offering.

Management Shareholder Agreements that we have entered into with certain of our officers and employees also provide that these officers and employees may not sell or otherwise dispose of our common stock for customary periods before and after an underwritten offering of shares of our common stock. See “Certain Relationships and Related Party Transactions — 2011 Investment.” In addition, the Management Shareholder Agreements provide for certain repurchase rights and restrictions, including that shares acquired in the Equity Transaction may not be transferred until December 31, 2016 and that certain shares acquired through the exercise of stock options may not be transferred for certain periods.

Registration Rights

Following the completion of this offering, pursuant to the Shareholders Agreement, our Principal Stockholders will have rights, subject to certain conditions, to require us to include their shares in registration statements that we may file for ourselves or other existing stockholders, and the Principal Stockholders will have demand registration rights. In addition, pursuant to the Management Shareholder Agreements, we have granted

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certain of our officers and employees piggyback registration rights pursuant to which they may require us to include their shares in future offerings that involve, in whole or in part, a secondary offering of our shares, provided that Auto Finance Holdings is selling shares in such offering. See “Certain Relationships and Related Party Transactions — Shareholders Agreement — Registration Rights” and “Certain Relationships and Related Party Transactions — 2011 Investment.” Registration of these shares under the Securities Act will result in these shares becoming freely tradable without restriction under the Securities Act upon effectiveness of the registration statement.

Rule 144

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders), will be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year will be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then-outstanding shares of our common stock or the average weekly trading volume of our common stock during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sales provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701 under the Securities Act, an employee, consultant or advisor who purchases shares of our common stock from us in connection with a compensatory stock or option plan or other written agreement is eligible to resell those shares 90 days after the effective date of the registration statement of which this prospectus forms a part in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period restriction, contained in Rule 144.

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MATERIAL U.S. TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a discussion of the material U.S. federal income tax considerations with respect to the ownership and disposition of shares of common stock applicable to non-U.S. holders who acquire such shares in this offering and hold such shares as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). For purposes of this discussion, a “non-U.S. holder” means a beneficial owner of our common stock (other than an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:

• a citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia, or any other corporation treated as such;

• an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “U.S. persons,” as defined under the Code, have the authority to control all substantial decisions of the trust or (ii) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes.

This discussion is based on current provisions of the Code, Treasury regulations promulgated thereunder, judicial opinions, published positions of the Internal Revenue Service and other applicable authorities, all of which are subject to change (possibly with retroactive effect). This discussion does not address all aspects of U.S. federal income taxation that may be important to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances, nor does it address any aspects of the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any U.S. federal estate and gift taxes, any U.S. alternative minimum taxes or any state, local or non-U.S. taxes. This discussion may not apply, in whole or in part, to particular non-U.S. holders in light of their individual circumstances or to holders subject to special treatment under the U.S. federal income tax laws (such as insurance companies, tax-exempt organizations, financial institutions, brokers or dealers in securities, “controlled foreign corporations,” “passive foreign investment companies,” non-U.S. holders that hold our common stock as part of a straddle, hedge, conversion transaction or other integrated investment and certain U.S. expatriates).

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner therein will generally depend on the status of the partner and the activities of the partnership. Partners of a partnership holding our common stock should consult their tax advisor as to the particular U.S. federal income tax consequences applicable to them.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES FOR NON-U.S. HOLDERS RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. PROSPECTIVE HOLDERS OF OUR COMMON STOCK SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL, FOREIGN INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.

Dividends

In general, the gross amount of any distribution we make to a non-U.S. holder with respect to its shares of common stock will be subject to U.S. withholding tax at a rate of 30% to the extent the distribution constitutes a dividend for U.S. federal income tax purposes, unless the non-U.S. holder is eligible for a reduced rate of

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withholding tax under an applicable tax treaty and the non-U.S. holder provides proper certification of its eligibility for such reduced rate. A distribution will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent any distribution does not constitute a dividend, it will be treated first as reducing the adjusted basis in the non-U.S. holder’s shares of common stock and then, to the extent it exceeds the adjusted basis in the non-U.S. holder’s shares of common stock, as gain from the sale or exchange of such stock. Any such gain will be subject to the treatment described below under “— Gain on Sale or Other Disposition of Common Stock.”

Dividends we pay to a non-U.S. holder that are effectively connected with its conduct of a trade or business within the United States (and, if required by an applicable tax treaty, are attributable to a U.S. permanent establishment of such non-U.S. holder) will not be subject to U.S. withholding tax, as described above, if the non-U.S. holder complies with applicable certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal income tax on a net income basis, at regular U.S. federal income tax rates. Dividends received by a foreign corporation that are effectively connected with its conduct of trade or business within the United States may be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty).

Gain on Sale or Other Disposition of Common Stock

In general, a non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of the non-U.S. holder’s shares of common stock unless:

• the gain is effectively connected with a trade or business carried on by the non-U.S. holder within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment of such non-U.S. holder);

• the non-U.S. holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or

• we are or have been a U.S. real property holding corporation for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding such disposition or such non-U.S. holder’s holding period of our common stock, and the non-U.S. holder has held, at any time during said period, more than 5% of the class of our stock being sold.

Gain that is effectively connected with the conduct of a trade or business in the United States (or so treated) generally will be subject to U.S. federal income tax on a net income tax basis, at regular U.S. federal income tax rates. If the non-U.S. holder is a foreign corporation, the branch profits tax described above also may apply to such effectively connected gain. An individual non-U.S. holder who is subject to U.S. federal income tax because the non-U.S. holder was present in the United States for 183 days or more during the year of sale or other disposition of our common stock will be subject to a flat 30% tax on the gain derived from such sale or other disposition, which may be offset by U.S. source capital losses. We believe that we are not and we do not anticipate becoming a U.S. real property holding corporation for U.S. federal income tax purposes.

Withholdable Payments to Foreign Financial Entities and Other Foreign Entities

Under the Foreign Account Tax Compliance Act and related administrative guidance (“FATCA”), a United States federal withholding tax of 30% generally will be imposed on certain payments made after December 31, 2013 to a “foreign financial institution” (as defined under FATCA) unless (i) such institution enters into an agreement with the U.S. tax authorities to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners), and certain other requirements are met; or (ii) complies with the terms of an applicable intergovernmental agreement to implement FATCA (“IGA”), which IGA has waived the requirement to enter into the type of agreement specified in (i), and registers its status as compliant with such IGA with the U.S.

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government. Under FATCA, a U.S. federal withholding tax of 30% generally also will be imposed on certain payments made after December 31, 2013 to a non-financial foreign entity unless such entity provides the withholding agent with a certification identifying its direct and indirect U.S. owners. These withholding taxes would be imposed on dividends paid with respect to our common stock after December 31, 2013, and on gross proceeds from sales or other dispositions of our common stock after December 31, 2016, in each case, to foreign financial institutions or non-financial entities (including in their capacity as agents or custodians for beneficial owners of our common stock) that fail to satisfy the above requirements. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Prospective non-U.S. holders should consult with their tax advisors regarding the possible implications of FATCA on their investment in our common stock.

Backup Withholding, Information Reporting and Other Reporting Requirements

We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to, and the tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of this information reporting may also be made available under the provisions of a specific tax treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

A non-U.S. holder will generally be subject to backup withholding for dividends on our common stock paid to such holder unless such holder certifies under penalties of perjury that, among other things, it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person) or otherwise establishes an exemption.

Information reporting and backup withholding generally are not required with respect to the amount of any proceeds from the sale or other disposition of our common stock by a non-U.S. holder outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United States. However, if a non-U.S. holder sells or otherwise disposes of its shares of common stock through a U.S. broker or the U.S. offices of a foreign broker, the broker will generally be required to report the amount of proceeds paid to the non-U.S. holder to the Internal Revenue Service and also backup withhold on that amount unless such non-U.S. holder provides appropriate certification to the broker of its status as a non-U.S. person (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person) or otherwise establishes an exemption. Information reporting will also apply if a non-U.S. holder sells its shares of common stock through a foreign broker deriving more than a specified percentage of its income from U.S. sources or having certain other connections to the United States, unless such broker has documentary evidence in its records that such non-U.S. holder is a non-U.S. person (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person) and certain other conditions are met, or such non-U.S. holder otherwise establishes an exemption.

Backup withholding is not an additional income tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder generally can be credited against the non-U.S. holder’s U.S. federal income tax liability, if any, or refunded, provided that the required information is furnished to the Internal Revenue Service in a timely manner. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

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UNDERWRITING

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as global coordinators and joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and the selling stockholders have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.

Underwriter	Number of Shares
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Deutsche Bank Securities Inc.
Santander Investment Securities Inc.
Barclays Capital Inc.
Goldman, Sachs & Co.
Morgan Stanley & Co. LLC
RBC Capital Markets, LLC
BMO Capital Markets Corp.
Credit Suisse Securities (USA) LLC
UBS Securities LLC
Wells Fargo Securities, LLC
KKR Capital Markets LLC
Sandler O’Neill & Partners, L.P.
Stephens Inc.
LOYAL3 Securities, Inc.
Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the over-allotment option described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $         per share. If all the shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us and the selling stockholders that the underwriters do not intend to make sales to discretionary accounts.

If the underwriters sell more shares than the total number set forth in the table above, the selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 9,782,608 additional shares at the public offering price less the underwriting discount. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment. Any shares issued or sold under the option will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

We, our Principal Stockholders, our directors and certain of our officers have agreed, subject to certain exceptions, that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, dispose of or hedge any shares

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or any securities convertible into or exchangeable for our common stock. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC in their sole discretion may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (ii) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares was determined by negotiations among us, the selling stockholders and the representatives. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We have applied to have our shares listed on the NYSE under the symbol “SC.”

The following table shows the underwriting discounts and commissions that the selling stockholders are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares.

	Paid by Selling Stockholders
	No Exercise	Full Exercise
Per share	$	$
Total	$	$

We estimate that the total expenses of this offering, which will be payable by us, will be $5,928,340.

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option, and stabilizing purchases.

• Short sales involve secondary market sales by the underwriters of a greater number of shares than they are required to purchase in the offering.

• “Covered” short sales are sales of shares in an amount up to the number of shares represented by the underwriters’ over-allotment option.

• “Naked” short sales are sales of shares in an amount in excess of the number of shares represented by the underwriters’ over-allotment option.

• Covering transactions involve purchases of shares either pursuant to the underwriters’ over-allotment option or in the open market in order to cover short positions.

• To close a naked short position, the underwriters must purchase shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

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• To close a covered short position, the underwriters must purchase shares in the open market or must exercise the over-allotment option. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

• Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares. They may also cause the price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

The underwriters are full-service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In addition, we have in place a forward flow agreement with Bank of America, as discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. In addition, affiliates of some of the underwriters are lenders, and in some cases agents or managers for the lenders, under our credit facilities, and affiliates of some of the underwriters receive customary fees and reimbursement of expenses as underwriters for our securitizations. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. A typical such hedging strategy would include these underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

At our request, the underwriters have reserved up to 3% of the shares for sale at the initial public offering price to persons who are directors, officers or employees, or who are otherwise associated with us through a directed share program. The number of shares available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Except for certain of our officers, directors and employees who have entered into lock-up agreements as contemplated in the immediately preceding paragraph, each person buying shares through the directed share program has agreed that, for a period of 180 days from the date of this prospectus, he or she will not, without the prior written consent of Citigroup and J.P. Morgan, dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock with respect to shares purchased in the program, subject to customary exceptions. For certain officers, directors and employees purchasing shares through the directed share program, the lock-up agreements contemplated in the immediately preceding paragraph shall govern with respect to their purchases. Citigroup and J.P. Morgan in their sole discretion may release any of the securities subject to these lock-up agreements at any time, which, in

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the case of officers and directors, shall be with notice. Any directed shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed shares.

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

At our request, the underwriters have reserved up to 2% of the shares of common stock offered by this prospectus to be offered through the LOYAL3 platform at the initial public offering price. Purchases through the LOYAL3 platform will be in dollar amounts and may include fractional shares. The LOYAL3 platform is designed to facilitate participation of individual purchasers in initial public offerings in amounts of between $100 and $10,000. Any purchase of our common shares in this offering through the LOYAL3 platform will be at the same initial public offering price, and at the same time, as any other purchases in this offering, including purchases by institutions and other large investors. Individual investors in the United States who are interested in purchasing common shares in this offering through the LOYAL3 platform may go to LOYAL3’s website for information about how to become a customer of LOYAL3, which is required to purchase common shares through the LOYAL3 platform. The LOYAL3 platform is available fee-free to investors, and is administered by LOYAL3 Securities, Inc., which is a U.S.-registered broker-dealer unaffiliated with our company. Sales of our common stock by investors using the LOYAL3 platform will be completed through a batch or combined order process typically only once per day. The LOYAL3 platform and information on the LOYAL3 website do not form a part of this prospectus.

Conflict of Interest

Because Santander Investment Securities Inc. and KKR Capital Markets LLC, underwriters for this offering, are under common control with us and certain of the selling stockholders and because affiliates of each of these underwriters will receive at least 5% of the proceeds of this offering, a conflict of interest under Financial Industry Regulatory Authority (“FINRA”) Rule 5121 is deemed to exist. Accordingly, this offering will be conducted in accordance with this rule, which requires, among other things, that a “qualified independent underwriter” has participated in the preparation of, and has exercised the usual standards of due diligence with respect to this prospectus and the registration statement of which this prospectus is a part. Citigroup Global Markets Inc. has agreed to act as a qualified independent underwriter. In its role as a qualified independent underwriter, Citigroup Global Capital Markets Inc. has participated in due diligence and the preparation of this prospectus and the registration statement of which this prospectus is a part. Citigroup Global Capital Markets Inc. will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify Citigroup Global Markets Inc. against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. Pursuant to FINRA Rule 5121, neither Santander Investment Securities Inc. nor KKR Capital Markets LLC will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of the account holder.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

• to any legal entity which is a qualified investor as defined in the Prospectus Directive;

• to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the

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Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression “2010 PD Amending Directive” means Directive 2010/73/EU.

The sellers of the shares have not authorized, and do not authorize the making of, any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of

Australia (“Corporations Act”)) in relation to the common stock has been or will be lodged with the Australian Securities & Investments Commission (“ASIC”). This document has not been lodged with

ASIC and is only directed to certain categories of exempt persons. Accordingly, this document will only be distributed to persons in Australia that are:

(i) “sophisticated investors” under section 708(8)(a) or (b) of the Corporations Act;

(ii) “sophisticated investors” under section 708(8)(c) or (d) of the Corporations Act and that have provided an accountant’s certificate to the underwriters which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;

(iii) associated with the Company under section 708(12) of the Corporations Act; or

(iv) “professional investors” within the meaning of section 708(11)(a) or (b) of the Corporations Act, and to the extent that such an investor is unable to confirm or warrant that it is an exempt sophisticated investor, associated person or professional investor under the Corporations Act, any offer made to such investor under this document is void and incapable of acceptance.

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No purchaser of the shares may offer any of the common stock for resale in Australia within 12 months of that common stock being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

• released, issued, distributed or caused to be released, issued or distributed to the public in France; or

• used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

• to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

• to investment services providers authorized to engage in portfolio management on behalf of third parties; or

• in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or

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elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

• a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

• a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor;

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

• to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

• where no consideration is or will be given for the transfer; or

• where the transfer is by operation of law.

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LEGAL MATTERS

The validity of the common stock and other certain legal matters will be passed upon for us by Wachtell, Lipton, Rosen & Katz, New York, New York. Certain legal matters relating to this offering will be passed upon for the underwriters by Cleary Gottlieb Steen & Hamilton, LLP, New York, New York, and Cravath, Swaine & Moore LLP, New York, New York, Simpson Thacher & Bartlett LLP, New York, New York, and Wachtell, Lipton, Rosen & Katz, New York, New York on behalf of the selling stockholders.

EXPERTS

The consolidated financial statements of the Company, as of December 31, 2012 and 2011, and for each of the three years in the period ended December 31, 2012, included in this Prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included herein. Such consolidated financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, of which this prospectus is a part, under the Securities Act with respect to the common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to us and our common stock, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the content of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy and information statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the full informational requirements of the Exchange Act. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent registered public accounting firm.

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65,217,391 Shares

Santander Consumer USA Holdings Inc.

Common Stock

Prospectus

Global Coordinators and Joint Book-Running Managers

Citigroup J.P. Morgan

Joint Book-Running Managers

BofA Merrill Lynch Deutsche Bank Securities Santander

Barclays Goldman, Sachs & Co. Morgan Stanley RBC Capital Markets

BMO Capital Markets Credit Suisse UBS Investment Bank Wells Fargo Securities

Co-Managers

KKR Sandler O’Neill + Partners, L.P. Stephens Inc. LOYAL3 Securities

                    , 2014

Until                     , 2014 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the common stock being registered. All amounts, except the SEC registration fee and the FINRA filing fee, are estimates.

SEC registration fee	$	231,840
FINRA filing fee listing fees and expenses		225,500
Stock exchange listing fee		25,000
Transfer agent and registrar fees and expenses		15,000
Printing fees and expenses		450,000
Legal fees and expenses		3,600,000
Accounting fees and expenses		1,381,000
Miscellaneous		—
Total	$	5,928,340

Item 14. Indemnification of Directors and Officers.

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends or unlawful stock purchases or redemptions) or (4) for any transaction from which the director derived an improper personal benefit. Our amended and restated certificate of incorporation provides for such limitation of liability.

Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of such person’s service as a director, officer, employee or agent of the corporation, or such person’s service, at the corporation’s request, as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his conduct was unlawful.

Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit; provided that such director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper.

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Notwithstanding the preceding sentence, except as otherwise provided in the by-laws, we shall be required to indemnify any such person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by any such person was authorized by the Board of Directors.

In addition, our amended and restated certificate of incorporation provides that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly required to advance certain expenses to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities. We believe that these indemnification provisions and the directors’ and officers’ insurance are useful to attract and retain qualified directors and executive officers.

The proposed form of Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement provides for indemnification of directors and officers of the Registrant by the underwriters against certain liabilities.

Item 15. Recent Sales of Unregistered Securities.

In the three years preceding the filing of this registration statement, Santander Consumer USA Inc., an Illinois corporation (“SCUSA Illinois”) has issued the following securities:

• On October 20, 2011, SCUSA Illinois, and Santander Holdings USA, Inc. entered into an investment agreement with Sponsor Auto Finance Holdings Series LP (“Auto Finance Holdings”). Auto Finance Holdings is jointly owned by investment funds affiliated with Warburg Pincus LLC, Kohlberg Kravis Roberts & Co. L.P. and Centerbridge Partners L.P., as well as DFS Sponsor Investments LLC, an entity affiliated with Thomas G. Dundon, the Chief Executive Officer of the Company, and another executive officer of SCUSA Illinois. On October 20, 2011, SCUSA Illinois also entered into an investment agreement with DDFS LLC (“DDFS”), an entity owned by Mr. Dundon.

• On December 31, 2011, SCUSA Illinois completed the sale to Auto Finance Holdings of an aggregate number of 32,438,127.19 shares of common stock of SCUSA Illinois for an aggregate purchase price of $1.0 billion. On December 31, 2011, SCUSA Illinois also completed the sale to DDFS of 5,140,468.58 additional shares of common stock for aggregate consideration of $158.2 million. In addition, on December 31, 2011, SCUSA Illinois completed the sale to certain members of its management of 67,373.99 shares of common stock for an aggregate consideration of approximately $2.1 million.

The issuances of the securities described in the preceding paragraphs were made in reliance upon the exemption from registration under Section 4(2) of the Securities Act, including the safe harbors established in Rules 144A and Regulation D, for transactions by an issuer not involving a public offering. SCUSA Illinois did not offer or sell the securities by any form of general solicitation or general advertising. SCUSA Illinois informed the purchasers that the securities had not been registered under the Securities Act and were subject to restrictions on transfer and made offers only to purchasers whom we believed had the knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the securities.

SCUSA Illinois granted certain of our employees and directors options to purchase an aggregate of 9,294,854 shares of our common stock under its 2011 Management Equity Plan. These grants were exempt from the registration requirements of the Securities Act pursuant to Rule 701 promulgated thereunder inasmuch as they were offered and sold under written compensatory benefit plans and otherwise in compliance with the provisions of Rule 701.

Item 16. Exhibits and Financial Statements Schedules.

(a) Exhibits: The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.

(b) Financial Statement Schedules: None.

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Item 17. Undertakings.

* (f) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

* (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act, and will be governed by the final adjudication of such issue.

* (i) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

* Paragraph references correspond to those of Regulation S-K, Item 512.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas on January 8, 2014.

Santander Consumer USA Holdings Inc.
(Registrant)
By:	/s/ Thomas G. Dundon
	Name:	Thomas G. Dundon
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Thomas G. Dundon Thomas G. Dundon	Director and Chief Executive Officer (Principal Executive Officer)	January 8, 2014
/s/ Jason Kulas Jason Kulas	President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 8, 2014
* Gonzalo de Las Heras	Director	January 8, 2014
* Juan Carlos Alvarez	Director	January 8, 2014
* Roman Blanco	Director	January 8, 2014
* Stephen A. Ferriss	Director	January 8, 2014
* Matthew Kabaker	Director	January 8, 2014
* Tagar Olson	Director	January 8, 2014
* Alberto Sánchez	Director	January 8, 2014

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Signature	Title	Date
* Juan Andres Yanes	Director	January 8, 2014
* Daniel Zilberman	Director	January 8, 2014

*By:	/s/ Thomas G. Dundon
	Attorney-in-Fact

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Exhibit Index

Exhibit Number	Description
1.1	Form of Underwriting Agreement*
3.1	Form of Amended and Restated Certificate of Incorporation*
3.2	Form of Amended and Restated By-Laws*
4.1	Specimen common stock certificate^
4.2	Form of Amended and Restated Shareholders Agreement, by and among Santander Consumer USA Holdings Inc., Santander Holdings USA, Inc., DDFS LLC, Thomas G. Dundon, Sponsor Auto Finance Holdings Series LP and Banco Santander, S.A.*
4.3	Shareholders Agreement, dated as of December 31, 2011, between Santander Consumer USA Inc. and Eldridge Burns#^
4.4	Shareholders Agreement, dated as of December 31, 2011, between Santander Consumer USA Inc. and Matt Fitzgerald#^
4.5	Shareholders Agreement, dated as of December 31, 2011, between Santander Consumer USA Inc. and James Fugitt#^
4.6	Shareholders Agreement, dated as of December 31, 2011, between Santander Consumer USA Inc. and Jason Grubb#^
4.7	Shareholders Agreement, dated as of December 31, 2011, between Santander Consumer USA Inc. and Rich Morrin#^
4.8	Shareholders Agreement, dated as of December 31, 2011, between Santander Consumer USA Inc. and Michelle Whatley#^
4.9	Shareholders Agreement, dated as of December 31, 2011, between Santander Consumer USA Inc. and Steve Zemaitis#^
4.10	Shareholders Agreement, dated as of December 31, 2011, between Santander Consumer USA Inc. and Jason Kulas#^
4.11	Form of Shareholders Agreement between Santander Consumer USA Inc. and Management Equity Plan Participant#^
4.12	Santander Consumer USA Holdings Inc. has certain debt obligations outstanding. None of the instruments evidencing such debt authorizes an amount of securities in excess of 10% of the total assets of Santander Holdings USA, Inc. and its subsidiaries on a consolidated basis. Santander Consumer USA Holdings Inc. agrees to furnish copies to the SEC on request.
4.13	Form of Amendment No. 1 to Shareholders Agreement, dated as of December 31, 2011, between Santander Consumer USA Inc. and Management Equity Plan Participant#
5.1	Opinion of Wachtell, Lipton, Rosen & Katz
10.1	Investment Agreement, by and between Santander Consumer USA Inc. and Dundon DFS LLC, dated as of October 20, 2011 (incorporated by reference to Exhibit 10.3 of Santander Holdings USA, Inc.’s Annual Report on Form 10-K filed March 16, 2012)
10.2	Investment Agreement, by and among Santander Consumer USA Inc., Santander Holdings USA, Inc. and Sponsor Auto Finance Holdings Series LP, dated as of October 20, 2011 (incorporated by reference to Exhibit 10.2 of Santander Holdings USA, Inc.’s Annual Report on Form 10-K filed March 16, 2012)

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Exhibit Number	Description
10.3	Confidential Employment Agreement, dated May 1, 2009, by and between Santander Consumer USA Inc. and Eldridge A. Burns#^
10.4	Confidential Employment Agreement, dated May 1, 2009, by and between Santander Consumer USA Inc. and Jason W. Grubb#^
10.5	Confidential Employment Agreement, dated May 1, 2009, between Santander Consumer USA Inc. and Jason A. Kulas#^
10.6	Confidential Employment Agreement, dated August 24, 2011, between Santander Consumer USA Inc. and Richard Morrin#^
10.7	Amended and Restated Employment Agreement, executed as of December 31, 2011, by and among Santander Consumer USA Inc., Banco Santander, S.A. and Thomas G. Dundon#^
10.8	Santander Consumer USA Inc. 2011 Management Equity Plan#^
10.9	Form of Option Award Agreement under the Santander Consumer USA Inc. 2011 Management Equity Plan#^
10.10	Master Private Label Financing Agreement, dated as of February 6, 2013, by and between Santander Consumer USA Inc. and Chrysler Group LLC†
10.11	Santander Consumer USA Inc. Omnibus Incentive Plan#
10.12	Form of Restricted Stock Award Agreement (for Management) under the Santander Consumer USA Inc. Omnibus Incentive Plan#
10.13	Amendment No. 1 to Santander Consumer USA Inc. 2011 Management Equity Plan#
10.14	Form of Amendment No. 1 to Form of Option Award Agreement under the Santander Consumer USA Inc. 2011 Management Equity Plan with each of Thomas G. Dundon, Jason A. Kulas, and Jason W. Grubb.#
10.15	Form of Amendment No. 1 to Form of Option Award Agreement under the Santander Consumer USA Inc. 2011 Management Equity Plan (Optionees other than Thomas G. Dundon, Jason A. Kulas and Jason W. Grubb).#
21.1	Subsidiaries of Santander Consumer USA Holdings Inc.^
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1)
24.1	Power of Attorney (included in signature page)^
24.2	Power of Attorney^

* To be filed by amendment.

# Indicates management contract or compensatory plan or arrangement.

† Confidential treatment has been granted to portions of this exhibit by the Securities and Exchange Commission.

^ Previously filed.

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EX-4.13

Exhibit 4.13

Amendment No. 1 to Shareholders Agreement

This AMENDMENT NO. 1, dated as of                     (this “Amendment”), to the Shareholders Agreement, dated as of December 31, 2011 (the “Agreement”), by and between Santander Consumer USA Inc., an Illinois corporation (the “Company”), and the participant whose signature appears on the signature page hereto (“Participant”).

WITNESSETH:

WHEREAS, the Company and Participant (together, the “Parties”) have entered into the Agreement; and

WHEREAS, subject to the terms and conditions set forth in this Amendment, the Parties desire to amend the Agreement by entering into this Amendment.

NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual covenants contained in this Amendment, the Parties do hereby agree as follows:

1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Agreement.

2. Amendments.

(i) Section 2.1(b) of the Agreement is hereby amended and restated in its entirety as follows:

“The Participant shall not Transfer (or agree or contract to Transfer) all or any portion of the Shares held by the Participant to any Person prior to the later of (i) December 31, 2016 or (ii) the Company’s consummation of an IPO (the date which is the later of the dates referred to in the foregoing clause (i) or (ii), the “Lapse Date”); provided that notwithstanding the foregoing, the Participant may Transfer such number of Shares (a) concurrent with the consummation of an IPO or (b) thereafter, in each case, only to the extent such Shares were acquired by the Participant pursuant to the exercise of options granted under the Management Equity Plan and to the extent such Transfer is permitted pursuant to the terms of an option award agreement granted under the Management Equity Plan between the Company and the Participant, as amended from time to time (the “Alternate Lapse Date”). On and after (x) the Alternate Lapse Date, in respect of Shares acquired by the Participant pursuant to the exercise of options granted under the Management Equity Plan, or (y) the Lapse Date, in respect of all other Shares acquired by the Participant, the Participant may sell or otherwise dispose of all or any portion of such Shares held by Participant to any Person, subject to compliance with applicable laws and the terms of this Agreement.”

(ii) Section 3.1 of the Agreement is hereby amended and restated in its entirety as follows:

“Subject to Article II, if at any time following the consummation of an IPO or in connection with an IPO that involves, in whole or in part, a secondary offering of Shares, the Company intends to file a registration statement under the Securities Act covering a primary or secondary offering of any shares of Common Stock (other than any registration relating to any employee benefit or similar plan, any dividend reinvestment plan or any acquisition by the Company or pursuant to a registration statement filed in connection with an exchange offer) and Sponsor Auto Finance Holdings Series LP is selling shares of Common Stock in such offering, the Company shall give written notice to the Participant at least 15 days prior to the initial filing of a registration statement with the Commission pertaining thereto (an “Incidental Registration Statement”) informing the Participant of its intent to file such Incidental Registration Statement and of such Participant’s rights under this Section 3.1 to request the registration of the Registrable Securities held by the Participant (the “Participant Piggyback Rights”); provided, however, that in the case of an IPO, the Company shall not be required to deliver any such notice. Upon the written request of the Participant, made within 10 days (or such other period in the Company’s sole discretion in the case of an IPO) after any such notice, if any, is given (which request shall specify the Registrable Securities intended to be disposed of by the Participant and, if applicable, the intended method of distribution thereof), the Company shall use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Participant, to the extent required to permit the disposition of the Registrable Securities so requested to be registered, including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Incidental Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities Act or by any other rules and regulations thereunder. The Company may postpone or withdraw the filing or effectiveness of an Incidental Registration Statement at any time in its sole discretion.”

3. Miscellaneous. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are and shall continue to be in full force and effect. The provisions of Article VII and Sections 8.1 through 8.10 of the of the Agreement shall apply mutatis mutandis to this Amendment.

[signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.

SANTANDER CONSUMER USA INC.

By:

Name:

Title:

PARTICIPANT

By:

Name:

[Signature Page to Amendment No. 1 to the Shareholders Agreement]

EX-5.1

Exhibit 5.1

[Letterhead of Wachtell, Lipton, Rosen & Katz]

January 8, 2014

Santander Consumer USA Holdings Inc.

8585 North Stemmons Freeway Suite 1100-N

Dallas, Texas 75247

Ladies and Gentlemen:

We have acted as special counsel to Santander Consumer USA Holdings Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1, File No. 333-189807 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on July 3, 2013, relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of up to 74,999,999 shares of common stock, par value $0.01 per share, of the Company (the “Shares”). In connection with the foregoing, you have requested our opinion with respect to the following matters.

For the purposes of giving the opinion contained herein, we have examined the Registration Statement and the draft Underwriting Agreement between the Company, Santander Consumer USA Inc., the selling stockholders parties thereto and the underwriters named therein (the “Underwriting Agreement”). We have also examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments, including the amended and restated certificate of incorporation and amended and restated bylaws of the Company, and have made such other investigations as we have deemed relevant and necessary in connection with the opinions set forth below. As to questions of fact material to this opinion, we have relied, with your approval, upon oral and written representations of officers and representatives of the Company and the selling stockholders and certificates or comparable documents of public officials and of officers and representatives of the Company and the selling stockholders.

In making such examination and rendering the opinions set forth below, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the authenticity of the originals of such documents submitted to us as certified copies, the conformity to originals of all documents submitted to us as copies, the authenticity of the originals of such documents, that all documents submitted to us as certified copies are true and correct copies of such originals and the legal capacity of all individuals executing any of the foregoing documents. In rendering the opinion set forth below, we have

also assumed that the Shares will be duly authenticated by the transfer agent and registrar for the Shares.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Registration Statement has been declared effective by the SEC and the Shares have been issued, delivered and paid for in the manner contemplated by and upon the terms and conditions set forth in the Registration Statement and the Underwriting Agreement, the Shares will be validly issued, duly authorized, fully paid and nonassessable.

We are members of the bar of the State of New York, and we do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

This opinion letter speaks only as of its date and is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

EX-10.10

This MASTER PRIVATE LABEL FINANCING AGREEMENT (this “Agreement”), dated as of February 4, 2013, (the “Effective Date”) is made by and between CHRYSLER GROUP LLC, a Delaware limited liability company (“Chrysler”) and Santander Consumer USA Inc., an Illinois corporation (“SCUSA”).

RECITALS:

(A) Chrysler manufactures, distributes, markets and sells motor vehicles and related goods and services, which are offered for sale under various brands to retail Consumers through a network of dealerships authorized by Chrysler.

(B) SCUSA is a financial services company that provides automotive finance and lease, insurance, lending and related services to a variety of customers, including retail purchase and lease financing to automobile purchasers and wholesale financing and related services to automobile dealers and is majority owned by Banco Santander, a global retail banking organization.

(C) SCUSA intends to support the sale of Chrysler Products by providing retail loans and purchasing retail installment sale contracts and lease contracts and, in lease transactions, purchasing the underlying leased vehicle from Chrysler Dealers and by providing financing for the fleet purchase of multiple vehicles by a single customer or group of related customers.

(D) From time-to-time Chrysler may offer retail customers incentive programs to purchase or lease Chrysler Products including special lease or financing support programs, lease pull-ahead programs, lease or financing pre-approved programs and down payment assistance programs.

(E) SCUSA is willing and able to provide certain Chrysler-branded dealer, consumer and commercial automotive financing services as described under the terms and conditions of this Agreement.

(F) This Agreement is intended to provide for Chrysler the customer loyalty and dealer support benefits that would accrue to Chrysler were it an OEM with an exclusive financing affiliate, and to provide to SCUSA a competitive level of return based on support from Chrysler comparable to that which would be provided by an OEM with an exclusive financing affiliate.

(G) Chrysler and SCUSA desire to formally document and to establish a framework for their relationship in the United States.

(H) Chrysler and SCUSA are also contemporaneously entering into an Equity Option Agreement (as defined below), under which Chrysler may, at its option, acquire an equity participation (which may exceed 50%) in an operating entity through which the financial services contemplated by this Agreement are offered and provided, through one of (i) an equity interest in SCUSA entity, (ii) participation in a joint venture to which the business providing the Financing Services would be contributed by SCUSA or (iii) another business relationship or structure that provides equity returns and participation to Chrysler

MASTER PRIVATE LABEL FINANCING AGREEMENT

1

that are substantially similar to those contemplated by clauses (i) or (ii) above, in any such case pursuant to a pricing formula and process provided for in the Equity Option Agreement.

Now, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Chrysler and SCUSA hereby agree as follows:

MASTER PRIVATE LABEL FINANCING AGREEMENT

2

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions. The words in this Agreement have the meanings usually and customarily ascribed to them in commercial contracts, except that the following terms shall have the meanings set forth below.

(a) “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by or under common control with such Person. For purposes of this definition, “control” (including the terms “controlling,” “controlled” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided, however, that Affiliates of a Person shall not be deemed to include any other Person (A) under common control with such Person but who does not control, and is not controlled by, such Person; and (B) whose actions are not directed by such Person or any of its other Affiliates; provided further, that possession of more than twenty percent (20%) of the voting securities of any Person shall be deemed to constitute “control” for purposes of this Agreement. For the avoidance of doubt, Fiat S.p.A. and its Subsidiaries (other than Chrysler and any Subsidiaries of Chrysler) shall be deemed not to be Affiliates of Chrysler.

(b) “ALG” means the Residual Value Lease Guide, a publication of Automotive Lease Guide (alg), Inc.

(c) “Ancillary Services” means Dealer Ancillary Services and Retail Ancillary Services.

(d) “Asset Class” means a set of related Financing Services that have similar risk and return characteristics. For example, Dealer ‘Wholesale Financing, Lease Financing, Retail Financing, etc. is each individually an Asset Class.

(e) “Bundling” means offering, marketing or selling two or more services together as a package (without regard to whether a discount or integrated price is offered) and the terms “Bundle” or “Bundled” shall have correlative meanings.

(f) “Business Day” means a day that is not a Saturday, Sunday or other day on which commercial banks are required or authorized by law to be closed in Auburn Hills, Michigan or New York, New York.

(g) “Chrysler Marks” means the “Chrysler Capital”, “Chrysler”, “Dodge”, “Jeep” “RAM”, “Chrysler Capital” and “Mopar” word trademarks, and their corresponding brand logos. “Chrysler Marks” may at Chrysler’s option include names, logos, and trademarks under additional brands, including, one or more brands of Fiat Group Automobiles S.p.A. that may be distributed by or through Chrysler from time to time.

MASTER PRIVATE LABEL FINANCING AGREEMENT

3

(h) “Chrysler MSRP” means the retail price of Chrysler Products suggested by Chrysler that Dealers sell the relevant Chrysler Product.

(i) “Chrysler Products” means motor vehicles and related goods and services manufactured or distributed by Chrysler under various brands, including “Chrysler”, “Dodge”, “Jeep”, “RAM” and “Mopar”. “Chrysler Products” may at Chrysler’s option include vehicles under additional brands, including, one or more brands of Fiat Group Automobiles S.p.A. that may be distributed by or through Chrysler from time to time.

(j) “Commercial Customer” means a Large Commercial Customer, Small Commercial Customer or any other Person that acquires or seeks to acquire Chrysler Products for business, commercial or similar purposes

(k) “Commercial Financing” means Financing Services provided to Commercial Customers.

(l) “Commercial Financing Cap” as defined in Section 4.08.

(m) “Comparable OEMs” [***]; provided that such list may be modified, supplemented or amended by Chrysler from time to time with the approval of SCUSA (not to be unreasonably withheld or delayed).

(n) “Confidential Information” means the terms and conditions of this Agreement and/or any information (including data developed from any such information) in any format that meets all of the following criteria:

(i) Chrysler, SCUSA, or their respective Subsidiaries or Representatives (the “receiving party”) obtains the information from the other party (the “disclosing party”) or the disclosing party’s Subsidiaries or Representatives before or after the execution of this Agreement;

(ii) Any of the information relates to the business or financial activities of the disclosing party or its Subsidiaries; and

(iii) The information is made available to the receiving party to facilitate one or both parties’ performance of this Agreement or otherwise as a result of the commercial relationship between Chrysler and SCUSA, including information relating to customers and dealerships, pricing, methods, operations, processes, trade secrets, credit programs, financial data, business and financial relationships, technical data, statistics, technical specifications, documentation, research, development or related information, computer systems, employees, and any results or compilations of any of the foregoing;

provided that “Confidential information” does not include any information that (i) is or becomes publicly available by any means other than a breach of this Agreement or any other obli-

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

MASTER PRIVATE LABEL FINANCING AGREEMENT

4

gation of a party; (ii) was known by the receiving party before its receipt from the disclosing party (provided that the source of that information is not known to the receiving party to be prohibited by contract or applicable law from disclosing that information or the receiving party is not otherwise under an obligation to maintain the confidentiality of such information); or (iii) is independently developed by the receiving party without using any information (other than information described in the foregoing clauses (i) and (ii)) from the disclosing party

(o) “Confidential Personal Information” means all information about Consumers that are natural Persons, including, without limitation, names, addresses, telephone numbers, account numbers and lists thereof, and demographic, credit, financial and transaction information for such Consumers.

(p) “Consumer” means (i) a Retail Consumer or (ii) a Commercial Customer.

(q) “Consumer Financing” means Retail Financing and Lease Financing.

(r) “Cost of Funds” means the average cost of borrowing (or otherwise securing funds, including through wholesale conduits, securitizations and similar programs) used in recalculating the Support Rate under this Agreement, the methodology and an illustrative calculation of which are set forth on Schedule 1.01(r) to this Agreement.

(s) “Credit Application” means a credit application in one or more standard forms developed or approved by SCUSA submitted by or on behalf of a Consumer in connection with the purchase or lease of a new or used Chrysler Product that a Dealer submits for SCUSA’s assessment and credit decision as to whether SCUSA would provide Consumer Financing for that Consumer, if the Dealer were to offer it to SCUSA.

(t) “Credit Rating Impairment” will be deemed to occur if the corporate credit rating, as determined by one or more Rating Agencies, of [***] Notwithstanding the foregoing, a Credit Rating Impairment will be deemed not to have occurred if SCUSA, within thirty (30) days of such corporate credit rating downgrade, demonstrates to Chrysler’s good faith satisfaction that the downgrade will not impair SCUSA’s ability to perform under this Agreement, with regard to [***]

(u) “Credit Tier” means a category of credit risk determined by the Steering Committee based on FICO Scores.

(v) “Dealer” or “Dealers” means the network of dealerships authorized by Chrysler to sell Chrysler Products in the United States.

(w) “Dealer Ancillary Services” means dealer inventory insurance services, property/casualty, business interruption and other insurance products, cash management services,

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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portfolio management services, dealer inventory administration, Remarketing services and other financial services that may be provided to Dealers.

(x) “Dealer/Customer Database” means the database maintained by SCUSA and Chrysler of all Dealers and Consumers and related data regarding Financing Services provided by such Dealers and Consumer.

(y) “Equity Option Agreement” means the agreement of even date herewith in the form attached as Exhibit A to this Agreement (the “Equity Option Term Sheet”) pursuant to which SCUSA has granted to Chrysler the option to acquire equity ownership in an organization providing the Financing Services.

(z) “Existing MAFA” means the Auto Finance Operating Agreement, dated as of April 30, 2009 by and between Ally Financial Inc. (formerly known as GMAC Inc.) and Chrysler.

(aa) “Fees” means all [***] as contemplated by this Agreement.

(bb) “FICO Score” means the standard consumer credit scoring system created by Fair Isaac Company and commonly used by consumer credit agencies in the United States, together with any successor system during the term of this Agreement.

(cc) [RESERVED]

(dd) “Financing Disruption” means circumstances where global credit markets are such that credit is either not available or not available on commercially reasonable terms to borrowers with credit rating and business prospects similar to SCUSA for a period of [***]. The Steering Committee shall establish specific benchmarks for determining whether and when a Financing Disruption has occurred pursuant to this definition, which once established shall be modified only by written agreement of the parties.

(ee) “Financing Services” means Dealer Financing Services, Consumer Financing Services and Commercial Financing Services.

(ff) “First Break Date” means the date that is ten (10) years from the Full Start Date.

(gg) “Full Start Date” means May 1, 2013.

(hh) “GAAP” means generally accepted accounting principles in the United States.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(ii) “Governmental Authority” means any supranational, international, national, federal, state or local court, provincial, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

(jj) “Initial Funding Period” means the period of time that begins on the Effective Date and ends on the Full Start Date.

(kk) “Inventory Finance Disruption” will be deemed to have occurred if Chrysler, in any period of [***], receives notice of termination (which does not include temporary suspensions of a right to draw on credit lines) of Inventory Financing arrangements for [***]

(ll) “Inventory Financing” means the financing of motor vehicle inventory by Dealers.

(mm) “Large Commercial Customer” means a Person generally purchasing or leasing more than twenty vehicles for commercial or rental fleets for business, commercial or similar purposes.

(nn) “Law” shall mean any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, judicial, agency or administrative opinion, franchise, license or permit of any governmental authority or common law, including but not limited to consumer protection, consumer credit, consumer leasing, telemarketing, truth in advertising, copyright and trademark and antitrust laws.

(oo) “Lease Financing” means financing for motor vehicle lease contracts, including the underlying lease vehicle.

(pp) “LIBOR” means, with respect to any period, (a) the interest rate per annum appearing on Reuters Screen LIBOR01 or any successor page as the composite offered rate for interbank deposits of Dollars for such period as of 11:00 a.m., London time, on the day that is two London banking days before the date on which such period commences and (b) if the rate specified in clause (a) does not appear, an interest rate per annum equal to the rate at which deposits in Dollars are offered by major banks in the London inter-bank market for such period at 11:00 a.m., London time, on the day that is two London banking days before the date on which such period commences.

(qq) “Market Benchmark” will be determined in an objective and verifiable manner on [***] through the Steering Committee based on the [***] broken down by FICO bands, as referenced in Section 4.03, for retail sales by Comparable OEMs. “Market Benchmark” will be quantified using multiple accessible data sources selected in advance [***] and include like credit and structure characteristics. The Steering Committee will on a regular

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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basis (at least quarterly), oversee a review of the efficacy of the “Market” rates through a variety of means, including internal audits, and side-by-side reviews with Dealers. An illustrative calculation of “Market” rates is attached as Schedule 1.01(qq). To the extent the Steering Committee is unable to agree on Market Benchmark, Chrysler shall have the right to engage a third party (the identity of which shall be subject to SCUSA’s prior consent, not to be unreasonably withheld, conditioned or delayed) to determine Market Benchmark by credit tiers and region.

(rr) “Material Deviation” means” a difference between originally reported data and the data derived from the results of an audit conducted pursuant to Section 13.05 that [***] of the originally reported data; provided that [***]

(ss) “NADA” means the National Automobile Dealers Association.

(tt) “Net Interest Income” means the gross interest income that has been or should be recognized by SCUSA under GAAP in connection with the Retail Financing less the interest expense directly related to the funding made available in respect of the interest earning assets, calculated based on [***] An illustrative calculation of Net Interest Income is set forth on Schedule 1.01(tt) to this Agreement.

(uu) “Net Revenues” means the sum of (i) Net Interest Income, plus (ii) Fees, plus (iii) Operating Lease Revenue.

(vv) “New Vehicle Net Wholesale Price” means wholesale delivery price (as set by Chrysler) less applicable Lease incentives.

(ww) “Next Break Date” means (i) the date that is one year after the First Break Date or (ii) following the First Break Date, the date that is one year after the immediately preceding First Break Date or Next Break Date, as applicable.

(xx) “OEM” means an original equipment manufacturer or distributor of passenger cars and light trucks.

(yy) [RESERVED]

(zz) “Operating Lease Revenues” means net revenues (net of depreciation and taxes) from Lease Financing provided by or through SCUSA, to Consumers leasing Chrysler Products, that have been or should be recognized as revenue by SCUSA (or affiliated Lease Financing partners, such as [***]) under GAAP.

(aaa) “Operating Spread” means a fixed spread between the Support Rate and the Cost of Funds, [***] The Operating Spread will be established to be in line with comparable U.S. financial services/depositary institutions active in automotive finance and evaluated based

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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on [***] The existing methodology and an illustrative calculation of the Operating Spread is set forth on Schedule 1.01(aaa) of this Agreement.

(bbb) “Order” means any award, decision, injunction, judgment, decree, settlement, order, process, ruling, subpoena or verdict (whether temporary, preliminary or permanent) entered, issued, made or rendered by any court, administrative agency, arbitrator, Governmental Authority or other tribunal of competent jurisdiction.

(ccc) “Person” means any individual, corporation, limited liability company, partnership (whether general or limited), association, company, joint-stock company, trust, business or statutory trust, estate, joint venture, unincorporated organization, Governmental Authority or any other entity, in its own or any representative capacity.

(ddd) “Rate Support” means, with respect to financing incentives offered by Chrysler on Consumer Financing (including balloon contracts and any other significant products) that enable Retail Consumers to obtain a specified interest rate that is below market rates, the difference between the Support Rate and the below-market rate.

(eee) “Rate Support Subvention Program” means a Subvention Program involving Rate Support.

(fff) “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a corporate credit rating on SCUSA or Banco Santander publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Chrysler which shall be substituted for Moody’s or S&P or both, as the case may be.

(ggg) “Remarketing” means remarketing and related auction services for the purchase and sale of used vehicles, including through proprietary internet auctions hosted by SCUSA.

(hhh) “Representatives” means directors, officers, employees and representatives of a party or any of its Subsidiaries and each of their respective agents, representatives, auditors, attorneys, and other professional advisors.

(iii) “Residual Value Losses” are determined as the amount by which gross sales proceeds (plus any purchase fees) upon the disposition of vehicles financed under the Financing Services provided by SCUSA are less than the estimated residual value (contract residual less Chrysler’s residual enhancement subvention, if any) or, where a customer or dealer purchases a vehicle for less than residual value, the net investment (payoff to include any and all amounts due to SCUSA excluding early termination purchase fees and early termination penalty fees) value of the leased vehicle at termination of the lease; and “Residual Value Gains” are determined as the amount by which such gross sales proceeds (plus any purchase fees) upon the disposition of such vehicle exceeds such estimated residual value or, where a customer or dealer purchases a vehicle for more than residual value, the net investment (payoff to include any and all amounts due to SCUSA excluding early termination purchase fees and early termination penalty fees) value. For purposes of calculating gains on early lease termination, the net investment (payoff to include any and all amounts due to SCUSA excluding early termination purchase fees and early termination penalty fees) value will be deducted from the gross sales proceeds.

(jjj) “Retail Ancillary Services” means maintenance and repair contracts (MARCs), extended warranty products, automobile insurance or protection products, or similar products sold to Consumers.

(kkk) “Retail Consumer” means an individual who acquires or seeks to acquire Chrysler Products at retail primarily for personal, family or household purposes.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(lll) “Retail Financing” means motor vehicle retail installment sale contracts.

(mmm) [RESERVED]

(nnn) “Small Commercial Customer” means a Person generally purchasing or leasing between two and twenty vehicles for business, commercial or similar purposes.

(ooo) “Specified Banking Subsidiaries” means those banking organizations that are (i) directly or indirectly wholly-owned by Banco Santander and (ii) listed on Schedule 1.01(ooo). SCUSA and such Specified Banking Subsidiaries may offer products to Dealers, but only as set forth in Schedule 1.01(ppp).

(ppp) “Standard Banking Services” means those banking and financing services that may be offered to Dealers by SCUSA and the Specified Banking Subsidiaries as set forth in Schedule 1.01(ppp).

(qqq) “Subsidiary” means, with respect to any Person, any other Person of which a majority of the voting interests is owned, directly or indirectly, by such Person.

(rrr) “Subvention Program” means programs in which Chrysler offers subvention through a financial services company conditioned upon a Retail Consumer financing or leasing through a specific financial services company. For the avoidance of doubt, “Subvention Program” does not include a program in which Chrysler offers payments or subsidies to Dealers directly or provides cash allowances or incentives whether to Dealers or Retail Consumers.

(sss) “Support Rate” means the interest rate SCUSA provides when Chrysler wants to sponsor special financing rates to Retail Consumers through a Rate Support Subvention Program.

(ttt) “US GAAP” means the generally accepted accounting principles in the United States.

(uuu) Each of the following terms has the meaning set forth in the Section set forth opposite such term below:

Chrysler	Recitals
COIN	Section 4.14
Commercial Financing Cap	Section 4.08
[***]	[***]
Commercial Financing Index	Section 4.08
Commercial Financing Services	Section 3.02
Committed Credit Lines	Section 4.02(E)
Credit Policies	Section 3.02

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Cross-Selling Activities	Section 13.02
Data Sharing Agreement	Section 4.14
Dealer Financing Services	Section 3.05
Dealings	Section 3.01
Dispute	Section 14.09
Effective Date	Recitals
Equity Option Term Sheet	Section 1.01(y)
Exchange Act	Section 10.01(c)(ii)
[***]	[***]
Financing Privacy Policy	Section 4.14
Force Majeure Condition	Section 13.08
Implementing Agreement	Section 3.01
Indemnifiable Claim	Section 11.01
Indemnitee	Section 11.01
Indemnitor	Section 11.01
Key Performance Metrics	Section 4.13
Lead Member	Section 9.01
Minimum Approval Target	Section 4.03
OEM Event	Section 10.01(c)(iv)
Recovery Plan	Section 4.05
Retail Financing Services	Section 3.06
SCUSA	Recitals
Subvention Fund	Section 4.05
Termination Notice	Section 10.01
Transition Period	Section 2.01
Up-Front Payment	Section 8.01
Volume Threshold	Section 6.01
Wholesale Backup	Section 4.02(C)

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Section 1.02 Interpretation. In this Agreement, except to the extent that the context otherwise requires:

(i) the headings are for convenience of reference only and shall not affect the interpretation of this Agreement;

(ii) defined terms include the plural as well as the singular and vice versa;

(iii) words importing gender include all genders;

(iv) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been or may from time to time be amended, extended, re-enacted or consolidated and to all statutory instruments or orders made under it;

(v) any reference to a “day” or a “Business Day” shall mean the whole of such day, being the period of 24 hours running from midnight to midnight;

(vi) references to Recitals, Sections and subsections are references to Recitals, Sections and subsections of this Agreement;

(vii) the words “including” and “include” and other words of similar import shall be deemed to be followed by the phrase “without limitation”;

(viii) unless otherwise specified, references to any document or agreement, including this Agreement, shall be deemed to include references to such document or agreement as amended, restated, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth herein and in the other Transaction Documents;

(ix) the Uniform Commercial Code, and any express or implied interpretation of terms thereunder, shall not apply to this Agreement which does not involve a sale of goods; and

(x) unless otherwise specified, references to any party to this Agreement or any other document or agreement shall include its successors and permitted assignees.

ARTICLE II

PLANNING AND TRANSITION

Section 2.01 Transition Period.

(a) SCUSA will use its best efforts to facilitate a smooth transition from Chrysler’s current arrangements for auto finance services provided pursuant to the Existing MAFA to the Financing Services to be provided by SCUSA under this Agreement. The

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“Transition Period” shall begin on May 1, 2013 and end on April 30, 2014 unless mutually determined by the parties to occur sooner.

(b) Except as otherwise set forth in Schedule 2.01(b), SCUSA shall be ready, willing and able to provide all Financing Services sufficient to meet Chrysler, Dealer, or Retail Consumer demand, as appropriate, on the Full Start Date. In the event that Chrysler determines in good faith, after consultation with SCUSA, that SCUSA is unable or unwilling to provide any Financing Services (either in total or in a manner sufficient to meet Chrysler, Dealer, or Retail Consumer demand) within a commercially reasonable amount of time after Chrysler’s request therefor, Chrysler may, after resolution of any dispute as provided below, enter into agreements (“Third Party Agreements”) with any other Person(s) to obtain access to such Financing Services; provided that once SCUSA is able and willing to provide such Financing Services Chrysler will work with SCUSA in good faith to develop arrangements under which SCUSA may provide such Financing Services consistent with any agreements Chrysler may have catered into as contemplated above. Notwithstanding anything to the contrary contained herein, such Third Party Agreements [***] Should SCUSA disagree with Chrysler’s determination above, SCUSA may bring this dispute to the Steering Committee within 10 days, clearly demonstrating to the Steering Committee’s satisfaction that SCUSA’s capabilities and execution timing in fact meet or exceed Chrysler’s requirements and the Steering Committee may determine that SCUSA’s capabilities and execution timing in fact meet or exceed Chrysler’s requirements, but shall make any such determination within 30 days of Chrysler’s initial determination.

Section 2.02 Transition Plans.

(a) Except as otherwise agreed in this Agreement, SCUSA shall launch all Dealer Financing Services and Consumer Financing Services by the Full Start Date. To launch all Dealer Financing Services and Consumer Financing Services by the Full Start Date, SCUSA shall meet all obligations and interim milestones; by certain specified dates, as set forth Exhibit B.

Section 2.03 Performance Targets

(a) Transition Period

(i) During the Transition Period, SCUSA shall meet the following specific performance targets:

(A) Approval Rates as provided in Section 4.03(b) below;

(B) Penetration rates subject to Section 4.13, and during the Transition Period:

	Penetration
Retail: Prime		[***]%

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Non-Prime	[***	]%
Total Retail	[***	]%
Lease	[***	]%
Wholesale	[***	]%

(ii) Chrysler may also, in the event that any of the targets in Section 2.03(a)(i) are not met, determine in its discretion that key processes have been effectively implemented.

(b) Post-Transition Period

(i) If SCUSA meets each of the performance targets contemplated in Section 2.02 and Section 2.03(a)(i) regarding the Approval Rates and penetration rates, the remaining term of this Agreement through the First Break Date will become effective, subject to any other remedies, including rights of early termination, as provided in this Agreement.

ARTICLE III

PRIVATE LABEL SERVICES

Section 3.01 Contractual Framework.

(a) This Agreement establishes the contractual framework for dealings between Chrysler and SCUSA related to Consumer Financing, Dealer Financing and Remarketing (individually and collectively “Dealings”).

(b) Nothing in this Agreement precludes SCUSA from providing or continuing to provide, subject to, among other provisions of this Agreement, SCUSA’s obligations under Section 13.01 of this Agreement, any financial services to OEMs other than Chrysler or to dealers other than Chrysler Dealers, or from providing or, subject to any express provisions of this Agreement, continuing to provide insurance, mortgage, banking, or other non-automotive financial services.

(c) The specific terms and conditions related to individual Dealings that are not captured by this Agreement, or as to which the Parties mutually agree to provide for more specific terms as to a specific transaction, series of transactions, or type of transaction, will be the subject of separate agreements (each an “Implementing Agreement”), and unless SCUSA and Chrysler specifically agree otherwise, including in such Implementing Agreement, this Agreement shall control to the extent of any direct conflict between this Agreement and any such Implementing Agreement.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(d) Chrysler and SCUSA shall reasonably cooperate with one another and shall each assist the other in good faith in carrying out the other’s obligations under this Agreement and will execute and deliver all documents and instruments reasonably necessary and appropriate to do so.

(e) The Financing Services under this agreement will be the sole and exclusive financing services provided by SCUSA to Chrysler customers and Chrysler dealers unless otherwise agreed by Chrysler in writing. This provision is not intended to limit Chrysler customer or Chrysler Dealer financing options solely to this Agreement.

(f) The terms of this Agreement are intended to preserve the customer loyalty and dealer support benefits that have historically accrued to Chrysler as a manufacturer with an exclusive financing affiliate while at the same time assuring that SCUSA receives a competitive level of return. SCUSA recognizes Chrysler’s desire to grow its automotive business and will use all commercially reasonable efforts to support Chrysler in that effort.

Section 3.02 Key Services.

(a) SCUSA shall provide the services described below to Consumers and Dealers in connection with and in support of the Financial Services:

(i) SCUSA shall provide the front-end system under the Chrysler Capital brand for loan submission by Consumers or by Dealers on behalf of Consumers through DealerTrack, RouteOne, and direct application channels;

(ii) SCUSA shall provide a system to provide initial notification of loan application results to Dealers on behalf of Consumers (approval, conditional approval or rejection) in a timely manner. Specifically, SCUSA will provide, as Chrysler Capital, a callback (either automated or manually) with a baseline deal structure within [***] after a loan or lease application is submitted through [***] channels. The initial callbacks shall [***] decision, any applicable stipulations, and contact information for the dealer to package and send deals, or rehash (i.e., the negotiation of individual applications between SCUSA and a Dealer) with a SCUSA dedicated buyer or funding associate. The parties understand rehashing is an acceptable part of the underwriting process and as such, SCUSA dedicated buyers and funding associates shall be available for rehash discussions [***] If stipulations are required, SCUSA buyers and funding associates shall immediately and clearly state such stipulations on the callback or during rehash. The above approval and response requirements assume receipt of loan applications at any time from [***] on any day (excluding specified holidays as determined by the Steering Committee) in the relevant North American time zone;

(iii) SCUSA shall provide full spectrum credit servicing for Consumer Financing as Chrysler Capital and will leverage existing infrastructure and technology to

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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maximize efficiency and effectiveness and control cost. Chrysler Capital account management will be model-driven and utilize existing and customized automated servicing and collections strategies based on custom scores, behavior scores, and predictive modeling. Each of these models will be validated against actual results and, when necessary, adjusted based on real time performance. These strategies shall leverage application characteristics, refreshed credit data and customer behavior to apply risk driven loan treatment;

(iv) SCUSA shall provide Remarketing services to Dealers at SCUSA’s sole cost and expense as more fully described in Schedule 3.02(a)(iv);

(v) SCUSA shall in consultation with Chrysler, establish credit policies (the “Credit Policies”) applicable to the Financing Services provided under this Agreement. These policies will be validated against actual results and, when necessary. adjusted based on real time performance. SCUSA shall in good faith, and as allowed by Law (including, for avoidance of doubt, all state and federal finance regulations applicable to SCUSA), seek to establish Credit Policies with the goal of meeting the needs for Chrysler Dealers and Consumes regarding Financing Services, while also seeking to meet Chrysler’s retail sales objective; and

(vi) SCUSA shall, in consultation with Chrysler, develop Chrysler Capital branded loan documentation for Lease Financing.

Section 3.03 Dedicated Business Unit.

(a) SCUSA shall establish a separate business unit dedicated to providing the Financial Services. The business unit shall include SCUSA employees dedicated solely to marketing and product development and new program, design, development and implementation of the Financing Services.

(b) SCUSA shall segregate its Chrysler-dedicated front office personnel, sales force personnel, and the Dealer / Customer Database from other personnel, sales force personnel, funding, retail credit and dealer credit underwriting, and dealer and customer databases that are not dedicated to providing the Financing Services provided under this Agreement or are not otherwise dedicated to performing SCUSA’s obligations under this Agreement. Segregation of back office personnel (customer service, collections, and administration) shall be as determined by the Steering Committee.

(c) SCUSA shall provide dedicated marketing/program development personnel and sales force personnel at Chrysler locations, as specified by Chrysler.

(d) At Chrysler’s request and expense, SCUSA will develop and implement information technology systems with infrastructure segregated from other SCUSA systems to facilitate the transition to, and/or purchase of operating systems by, Chrysler or its designee(s).

(e) In lieu of maintaining an office location in the metropolitan Detroit area appropriately staffed by certain key SCUSA individuals resident in the metropolitan Detroit area,

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as originally agreed, SCUSA agrees that [***], at least [***] of the key individuals leading the established, separate business unit dedicated to providing the Financial Services, [***] will be ready and capable to meet with Chrysler, in person at Chrysler’s Auburn Hills headquarters, for the duration of this Agreement without limit as to the duration of any such meeting or the number of such meetings Chrysler may request. Any person meeting with Chrysler shall have appropriate authority to act on behalf of SCUSA. The list of such key individuals for purposes of this Section is set forth in Schedule 3.03(e), which shall be amended from time to time by agreement of the Steering Committee.

Section 3.04 Non-Chrysler Services.

(a) Except as provided in Schedule 1.01(ppp) or as may otherwise be agreed between Chrysler and SCUSA to jointly market with appropriate shared compensation for the offer of any such agreed product or services, SCUSA shall not market or provide any services not related to Chrysler through Dealers or at any Chrysler location without prior written consent of Chrysler subject to appropriate exceptions that may be approved by Chrysler (such approval not to be unreasonably withheld or delayed) to permit Specified Banking Subsidiaries to provide Standard Banking Services that are unrelated to, and that are not Bundled with, any Financing Services provided by SCUSA pursuant to this Agreement.

Section 3.05 Dealer Financing Services.

(a) SCUSA shall provide full and fair consideration of any application for Dealer Financing received from a Dealer, applying commercial lending credit risk underwriting standards consistent with SCUSA’s general practices for financing automotive dealers and will provide Dealer Financing to Dealers, if appropriate in SCUSA’s reasonable discretion in accordance with its usual and customary commercial lending standards, subject to safety and soundness requirements and, absent a default by the dealer, the guidelines described in Exhibit C to the Agreement.

(b) The Financing Services, to be provided by SCUSA to Dealers, shall include the following services and any additional services necessary or appropriate to facilitate the offering of any of the services listed below (collectively, the “Dealer Financing Services”):

(i) Dealer Wholesale Financing – SCUSA shall offer lines of credit to Dealers, sufficient to allow each Dealer to meet Chrysler sales objectives, to finance the acquisition of automobiles and Ancillary Services sold or distributed by Chrysler (including FIAT-branded automobiles). SCUSA shall provide [***] settlement to Chrysler on all Dealer Inventory Loans [***];

(ii) Other Dealer Financing – SCUSA shall provide sufficient secured or unsecured working capital loans or credit lines, real estate or mortgage loans, equipment

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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financing, and medium-term loans to finance construction of new dealerships or renovations, additions or expansions of existing dealerships;

(iii) Used Vehicle Inventory Financing – SCUSA shall provide lines of credit to Dealers for used vehicle inventory financing;

(iv) Wholesale Parts Inventory Financing – SCUSA shall provide lines of credit to Dealers to finance the purchase and carrying of parts inventory (including Dealers that supply parts to customers other than Retail Consumers, such as other dealers or body shops);

(v) Financing for Ancillary Purposes – SCUSA shall provide financing to Dealers to support dealer rental, demonstrator vehicles and courtesy vehicles;

(vi) Ancillary Services – SCUSA shall provide to Dealers specified Dealer Ancillary Services;

(vii) Dealer Participation Programs – SCUSA shall make available to Dealers services designed to allow Dealers to participate in recourse for credit losses and/or lease residuals on loans and leases provided by Chrysler customers for competitive purposes (i.e., Dealers offered the opportunity to buy down rate or contribute financially to enable a Retail Consumer to qualify for a Retail Financing product); and

(viii) Dealer Loyalty Programs – SCUSA shall in consultation with Chrysler develop and provide to Dealers loyalty incentive programs providing financial incentives to Dealers designed to (i) foster a coordinated approach across all of the Financing Services within the Chrysler Dealer network, (ii) promote Dealers’ access to and utilization of the Financing Services and (iii) increase Chrysler brand equity consistent with best practices on the understanding and on a basis that is competitive with offerings of auto finance companies affiliated with an OEM.

(c) Chrysler shall not prohibit Dealers from providing guaranties and/or additional security or credit enhancements to SCUSA, including granting a secondary security interest in accounts payable owed by Chrysler to Dealers.

Section 3.06 Retail Financing Services.

(a) SCUSA shall provide full and fair consideration for any and all Credit Applications from a Retail Consumer. SCUSA shall apply credit risk underwriting standards consistent with SCUSA’s general practices for Retail Financing and will purchase contracts or otherwise provide such Retail Financing, if appropriate in SCUSA’s reasonable discretion in accordance with its usual and customary standards for creditworthiness and any applicable regulatory safety and soundness standards.

(b) The Financing Services to be provided by SCUSA for Retail Consumers shall include the following services and any additional services necessary or appropriate to facilitate the offering of any of the services listed below (collectively, the “Retail Financing Services”):

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(i) Consumer Loans/Installment Sale Contracts – Subject to the exception listed on Schedule 2.01(b), SCUSA shall provide consumer loans (including balloon payment loans), installment sale contracts and lender financing products common to the market to finance Retail Consumers in the purchase of new and used (including certified pre-owned) vehicles from Dealers;

(ii) Consumer Lease Financing – Subject to the exception listed on Schedule 2.01(b), SCUSA shall provide lease financing to Retail Consumers for the acquisition of new and used (including certified pre-owned) vehicles from Dealers (and will purchase the underlying vehicles to facilitate such acquisition and loan financing);

(iii) Customer Loyalty Programs – SCUSA shall in consultation with Chrysler develop and provide to Retail Customers customer loyalty programs, including rate discounts for repeat OEM and/or financing customers consistent with best practices in the industry and on a basis that is competitive with offerings of auto finance companies affiliated with an OEM; and

(iv) Ancillary Services – SCUSA shall, in consultation with Chrysler, develop and provide to Retail Customers a full range of market competitive Retail Ancillary Services that are designed to be consistent with best practices in the industry in terms of the range and quality of offerings by auto finance companies affiliated with or otherwise providing services to other OEMs.

(v) All servicing (including billing, collections, customer service, regulatory reporting; payoff and lien release) for Retail Financing (e.g. Consumer loans/leases) must be retained by SCUSA under this Agreement, regardless of the ultimate ownership of the underlying loan or lease asset.

Section 3.07 Commercial Financing Services.

(a) SCUSA shall provide full and fair consideration of any application from a Commercial Customer, applying credit risk underwriting standards consistent with SCUSA’s general practices for Commercial Financing and will purchase contracts or otherwise provide such Commercial Financing, if appropriate in SCUSA’s reasonable discretion in accordance with its usual and customary standards for creditworthiness, and any applicable regulatory safety and soundness standards.

(b) Except as otherwise agreed to by the parties, the Financing Services to be provided by SCUSA, shall include the following services and any additional services necessary to facilitate the offering on a non-exclusive basis of any of the services listed below (collectively, the “Commercial Financing Services”):

(i) Fleet and Large Commercial Customer Financing – SCUSA shall provide financing for the purchase of vehicles by Large Commercial Customers, including for rental fleets and large commercial fleets;

(ii) Small Commercial Customer Financing – SCUSA shall provide financing for the purchase of vehicles by Small Commercial Customers; and

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(iii) Bailment Pool – SCUSA shall provide financing for manufacturers or up-fitters approved by Chrysler for inventory in the process of being modified, including modifications for special equipment.

Section 3.08 Annual Review of Financing Services.

(a) At least [***], SCUSA will, in consultation with Chrysler, conduct a review of the Financing Services provided under this Agreement and use its best efforts to ensure that the Financing Services at a minimum meet industry best practices, particularly with respect to customer interface, marketing, operating processes and scope of financing products. Industry best practices shall be defined by the Steering Committee, and may be changed from time to time by agreement of the Steering Committee to reflect changes in the industry over the term of this Agreement. To the extent that any review of Financing Services identifies any shortfall from industry best practices as defined by the Steering Committee, the Steering Committee shall promptly develop a remediation plan reasonably acceptable to Chrysler and the parties will use reasonable best efforts to implement the remediation plan as promptly as practicable.

Section 3.09 Third-Party Subcontracting.

(a) SCUSA may provide the Financial Services via third-party subcontractors in consultation with, or with the prior written consent of, Chrysler; provided that any such consent by Chrysler to any third-party subcontracting will not relieve SCUSA from any of its obligations under this Agreement.

(b) Chrysler shall have the right to review and approve (acting in its sole discretion) any third-party sub-contracts related to Financial Services, including the identity of any subcontractor. Any Financing Services provided pursuant to third party subcontracts may, to the extent Chrysler determines, be offered and sold under a Chrysler Brand.

Section 3.10 Trademark License and Branding.

(a) License Grant: The Financing Services provided by SCUSA pursuant to this Agreement will be marketed and provided exclusively under one or more of the Chrysler Brands. In conjunction with its marketing and provision of the Chrysler Capital Financing Services, SCUSA may use other Chrysler Marks. Accordingly, Chrysler hereby grants to SCUSA a limited, non-exclusive, non-transferable, royalty-free license to use the Chrysler Marks in the United States of America, solely in connection with the Financing Services and the performance of its obligations under this Agreement.

(b) Usage Guidelines: SCUSA’s use of the Chrysler Marks will at all times comply with Chrysler’s corporate identity guidelines, specifications and other usage instructions, as such may be amended from time to time by Chrysler. The corporate identity guidelines for the Chrysler Capital trademark are attached hereto as Exhibit D and corresponding usage

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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guidelines for the other Chrysler Marks may be found on Chrysler’s corporate identity website (www.chryslerci.com). To ensure compliance with Chrysler’s corporate identity guidelines, SCUSA shall submit to Chrysler for prior written approval a copy of any material incorporating any Chrysler Mark that SCUSA proposes to use in connection with the Financing Services, including but not limited to any signage, financing documents (e.g., lease agreements, loan documentation, etc.), stationery, invoices, business cards, displays, websites, advertising, publicity and promotional materials. SCUSA shall not use any such material without Chrysler’s prior written approval, such approval not to be unreasonably withheld.

(c) Acknowledgement of Ownership: As between the parties, SCUSA acknowledges Chrysler’s exclusive ownership of the Chrysler Marks and the validity thereof. Any and all use of the Chrysler Marks by SCUSA shall inure to the benefit of Chrysler. SCUSA shall not (i) represent in any manner that it has any ownership rights in the Chrysler Marks; (ii) attack the validity of any Chrysler Mark; (iii) claim adversely to any right or interest of Chrysler in and to the Chrysler Marks or any trademarks confusingly similar to the Chrysler Marks or assist any third party in doing so; (iv) register or attempt to register any trademark or domain name incorporating any Chrysler Mark; (v) sublicense any Chrysler Mark; or (vi) initiate any legal proceeding or take any other action in connection with the defense of any Chrysler Mark.

(d) Termination: SCUSA’s trademark license to use the Chrysler Marks terminates when this Agreement expires or terminates. In addition, Chrysler may terminate the trademark license granted to SCUSA to use any or all of the Chrysler Marks in connection with the Financing Services in the event SCUSA fails to meet any of the requirements of Section 4.01, Section 4.02, Section 4.03 and Section 4.05 or if SCUSA breaches any other material provision of this Agreement.

Section 3.11 Wholesale Payment Procedures.

(a) SCUSA agrees to comply with Chrysler’s wholesale payment procedures.

(b) Chrysler will use commercially reasonable efforts to provide SCUSA with reasonable prior notice of any amendments, modifications, or changes to Chrysler’s standard contractual terms and conditions or bulletins for the sale of vehicles to Chrysler Dealers.

(c) Each commitment to pay with respect to Dealer Financing (“Commitment to Pay”) will be governed by Chrysler’s new vehicle financing documentation, which documentation SCUSA agrees will provide for, [***] The terms and conditions of each Commitment to Pay shall survive termination of this Agreement.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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ARTICLE IV

COMMITMENTS FROM SCUSA

Section 4.01 Funding. Subject to its Credit Policies, SCUSA shall provide all financing and funding necessary to provide all of the Financing Services contemplated to be provided under this Agreement.

(a) SCUSA shall provide funding for the specified amounts as indicated on Schedule 4.01(a) of Chrysler’s retail sales through subvented and non-subvented Consumer Financing and Commercial Financing during the Initial Funding Period.

(b) Subject to the Credit Policies, SCUSA shall provide sufficient Dealer Inventory Financing to Dealers to support Dealer inventory at [***] (based on [***] sales by such Dealer) of new vehicles [***] for each Dealer, subject to adjustment to facilitate build out or ramp-up of Dealer inventory.

(c) SCUSA shall use its best efforts to provide Dealer Inventory Financing to all Dealers who request such financing from SCUSA.

(d) SCUSA shall work with Chrysler to increase the funding available for Dealer Inventory Financing in the event of a Financing Disruption that affects such Dealer. In the event of a Financing Disruption, SCUSA will provide Dealer Inventory Financing at market pricing and on substantially similar terms as such Dealer had in place immediately prior to the Financing Disruption, for not less than [***] of Dealers that lose (or are notified in writing of the impending loss of) Dealer Inventory Financing during such Financing Disruption.

(e) SCUSA will have available $5.0 billion in capital to deploy to Dealer Inventory Financing if and when such financing is needed by Dealers.

Section 4.02 Funding Plan.

SCUSA shall:

(A) maintain in place without reduction (other than with Chrysler’s prior written consent) the funding plan for the Transition Period attached as Schedule 4.01(a), which shall rely solely on SCUSA’s own funding capabilities, including through wholesale/conduit/securitization access and committed funding from parties that have on or prior to the date hereof entered into definitive commitments with SCUSA and Chrysler to provide funding;

(B) provide written assurances, by the Effective Date from a retail funding backstop acceptable to Chrysler for the Transition Period;

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(C) maintain in place the $5.0 billion wholesale backup without reduction (other than a reduction for which Chrysler has given prior written consent) (the “Wholesale Backup”);

(D) prior to the end of the Initial Funding Period, negotiate definitive cooperation agreements with providers of [***] acceptable to Chrysler; and

(E) from and after the Full Start Date, maintain in place (and provide to Chrysler appropriate evidence thereof) at least $4.5 billion of financing (which may include without limitation committed credit lines, warehouse lines, committed whole loan flow arrangements, and other financing, and/or any portion of any of the foregoing) that is reserved for the exclusive use of providing short-term liquidity needs to support Chrysler retail financing (including amounts actually utilized for such purpose, e.g., utilization pending on ABS issuance) (the “Committed Credit Lines”).

In the event that, as a result of SCUSA’s secondary market sales of portfolios of loans, Chrysler believes that, notwithstanding the sharing of economic value pursuant to the final sentence of Section 8.02(b), Chrysler is not achieving what it regards as an acceptable revenue share, Chrysler may request that the Steering Committee review the relative economic benefits to the parties and propose remedial actions to be implemented by the parties.

Section 4.03 Approval Levels.

(a) The parties will target the following minimum approval rates for Retail Financing within each Credit Tier (each, a “Minimum Approval Target”):

FICO Score	Net Credit Loss Rates (Annualized)		Approval Rates
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]
[***]		[***]		[***]

(b) In the event delinquency and loss rates materially deviate from the parties’ original expectations, a party may request modification in the Minimum Approval Targets which shall be subject to approval by the Steering Committee.

(c) Targeted approval rates shall include those customers with an ability to pay (defined in order to meet regulatory requirements).

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(d) SCUSA shall use the [***] for new vehicles and [***] for used vehicles, in determining the “value” portion to the extent SCUSA imposes any loan-to-value requirements under its Credit Policies.

Section 4.04 Sales Force.

(a) The dedicated SCUSA sales personnel will manage go-to-market programs for the Financing Services as well as any other services provided by third party subcontracts on either a flow basis or application pass through basis pursuant to Section 3.09.

(b) The dedicated SCUSA sales personnel shall use Chrysler-branded vehicles for all sales calls to Dealers.

(c) Subject to Section 3.09 of this Agreement, the dedicated SCUSA sales force will be aligned with Chrysler’s Business Centers. The sales force shall be able to address all Financing Services, including Dealer wholesale financing, Dealer loans, Commercial Financing, Retail Financing, Lease Financing, Remarketing and Chrysler-provided vehicle service contracts.

Section 4.05 Service Levels.

(a) SCUSA will be required to meet the Service Levels Standards in dealing with Chrysler and all Dealers, Retail Consumers and Commercial Customers. The initial Service Level Standards are set forth in Exhibit E. The parties will work in good faith to amend the initial Service Level Standards set forth in Exhibit E, from time to time, to reflect changes to current best practices over the term of the Agreement.

(b) Dealer Satisfaction Surveys using [***] or other providers and/or methodologies selected by Chrysler with the consent (not to be unreasonably withheld or delayed) of SCUSA will be conducted at least once per year during the term of the Agreement and the Service Level Standards will apply to the relative ranking of the Financing Services as compared to competitors’ services.

(c) In case of a breach of any of the Service Level Standards that is not remedied by SCUSA within the relevant time periods set forth in Exhibit E after SCUSA’s receipt of written notice from Chrysler specifying the breach in reasonable detail, SCUSA and Chrysler shall, through the Steering Committee, jointly develop a recovery plan in respect of such breach (the “Recovery Plan”). If SCUSA fails to comply with the Recovery Plan and such failure to comply is not remedied within 30 days after written notice thereof has been given to SCUSA by Chrysler specifying the breach (or some other time period agreed by the Steering

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Committee for the specified activity), Chrysler shall be entitled to either (i) terminate this Agreement pursuant to Section 10.01; or [***]. Chrysler may use the Subvention Fund for any subvention program which it implements over a [***]

(d) The Recovery Plan shall also include firm notice and cure periods as agreed to by the Steering Committee, which may be amended from time to time by agreement of the Steering Committee.

Section 4.06 Dealer Training Support.

(a) SCUSA shall develop, in cooperation with Chrysler, and implement a comprehensive Dealer training program designed to effectively and efficiently train Dealers in the adoption and optimization of the Financing Services, including Credit Applications, contracts for Retail Financing and Lease Financing, working capital, inventory and cash management by Dealers, Retail Ancillary Services and Remarketing.

Section 4.07 Remarketing.

(a) All Remarketing activities, as set forth in Section 3.02(iv), will be at SCUSA’s sole cost. The parties will cooperate for the Remarketing of Chrysler vehicles in a manner that appropriately (i) protects and enhances the value and perception of the Chrysler Brands and (ii) leverages the Dealer network. SCUSA and Chrysler shall cooperate to implement the parties’ suggestions and concerns for Remarketing in a manner that optimizes Chrysler Brand equity and sales efforts and pricing. Notwithstanding the foregoing, the parties recognize that there may be circumstances where Chrysler requests SCUSA to perform Remarketing activities outside of the industry-standard. In such cases the Steering Committee may agree on such services to be provided and the allocation of the cost between SCUSA and Chrysler for such services.

Section 4.08 Pricing; Support Rate.

(a) Consumer Subvention Programs:

(i) Formula to be used as the pricing model to determine the appropriate Support Rate on a pre-tax basis.

(A) In calculating the Support Rate, SCUSA will provide transparency to its pricing model which will reflect [***] The Support Rate will then be compared at regular intervals, for an agreed range of Credit Tiers, to a [***] An illustrative calculation of the Support Rate [***] is attached hereto as Schedule 4.08(a).

(B) The components of both the Support Rate and the Market Benchmark will be reviewed, and found to be mutually satisfactory, by the Steering Committee.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(C) “The Operating Spread” will be a fixed spread consisting of [***] determined as provided in Schedule 4.08(c) to this Agreement.

(1) The Operating Spread will be established to be in line with [***]

(2) The Operating Spread will be provided by SCUSA with full disclosure of its cost of origination/servicing, credit loss, credit enhancement, dealer participation, and targeted return by asset class.

(3) The Operating Spread must be [***]

(4) Credit loss assumptions for the Operating Spread will vary by categories of credit risk and term of the consumer contract and will be determined based primarily on actual historical loss experience for consumer new, consumer used, lease and balloon contracts. Credit loss assumptions will be reviewed quarterly.

(D) Operating Expense levels will be reviewed no less frequently than [***] Any change in SCUSA’s operating expense assumptions will be discussed with Chrysler prior to implementation.

(ii) SCUSA agrees that the Support Rate at each Credit Tier will:

(A) [***]

(B) [***]

(C) [***]

(iii) SCUSA will make available to Chrysler on a [***] basis, or more frequently as rates change, the standard retail rates it offers to the market, reported on a regional basis, broken down by Credit Tier, loan size and other relevant metrics. SCUSA will demonstrate its compliance with subsection (a)(ii) and this subsection (a)(iii) through quarterly reporting to the Steering Committee by presenting comparisons to both the average standard rates offered to Consumers and in the overall marketplace. Chrysler will have audit rights with respect to such reporting.

(iv) For any Subvention Program, Chrysler may, in its discretion, exclude certain Credit Tiers or terms from the subvented financing offer.

(v) Any change to the credit scoring system used by SCUSA relating to the Financing Services will be communicated to Chrysler promptly, but, in any case, such a change shall not affect the agreed pricing mechanism.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(b) Dealer Financing Subvention Programs:

(i) If Chrysler, in its discretion, offers Subvention Programs, then Chrysler will offer such Subvention Program through SCUSA on a nonexclusive basis. Chrysler will use commercially reasonable efforts not to discriminate against SCUSA in offering such Subvention Programs.

(ii) Support Rate pricing for new Subvented dealer inventory finance business will be based [***] which shall be agreed to on a regular basis by the Steering Committee,

(iii) For purposes of calculating the support rate for commercial financing, the overall weighted average cost of funding will be capped [***] (the “Commercial Financing Cap”) calculated on the basis of a [***] (the “Commercial Financing Index”). Both the Commercial Financing Cap and the Commercial Financing Index shall be agreed to by the parties in the Steering Committee, and shall be adjusted from time to time as agreed to by the parties. [***]

(c) Any Rate Support payments for Consumer Subvention Programs will be discounted to present value at the applicable Support Rate and further discounted at the applicable Support Rate for expected pre-payments, based on historical customer pre-payment experience (which will be subject to quarterly true-ups to reflect actual prepayment experience, which intervals may be adjusted as agreed by the Coordinating Committee).

(d) SCUSA shall report to Chrysler on actual prepayment experience on a quarterly basis.

(e) [***]

Section 4.09 Information Technology.

(a) SCUSA shall provide best-in-class IT platform(s) (including all application components to cover the end-to-end processes (front end, middle end and back end)) and IT services necessary or advisable for the achievement of the obligations set out in this Agreement.

(b) SCUSA shall provide best in class IT services necessary or advisable to ensure disaster recovery of all of the applications and data as well as business continuity procedures which are intended to avoid interruption of normal course of business operations. Any data center used by SCUSA shall be certified and conform to the best practices and standard related to security and data protection (including but not limited to logical security, change control management, etc.). SCUSA shall (and will cause any third party data center to) comply

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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with security and data protection standards no less stringent than those applied by Chrysler in its business operations and communicated to SCUSA.

(c) Chrysler will be entitled to audit, including through external consultants and/or specific procedures, SCUSA’s IT system for the purpose of verifying compliance with the above mentioned obligations no more frequently than twice per year.

Section 4.10 Information Rights/Transparency.

(a) SCUSA shall develop, and use all commercially reasonable efforts to maintain and keep up to date the Dealer / Customer Database. To the maximum extent permitted by Law, Chrysler shall own all rights in and to the Dealer / Customer Database and all Customer Information and Dealer Information stored thereon (including applicable flow, underwriting results, credit / payment performance, residuals performances, if any, etc.).

(b) Each party will also use commercially reasonable efforts to generate further data reports for the other party in response to reasonable requests. The parties will develop a joint policy on the use and protection of customer data in connection with the Financing Services and will ensure that appropriate steps are taken to comply with applicable requirements with respect to Customer Personal Information. Chrysler shall, to the maximum extent permitted by Law and using any commercially reasonable structure determined by Chrysler, have full ownership rights or a fully-paid worldwide perpetual license in all of the data, including the Dealer/Customer Database.

(c) SCUSA shall take all necessary actions to ensure that it does not use any of the Customer Personal Information or Dealer Information except in furtherance of the performance of its obligations under this Agreement (including but not limited to, maintaining separate and segregated databases and records (e.g., on separate servers or segregated in another way that allows Chrysler to easily obtain and maintain sole and exclusive ownership, control and domain over all such data in the event of a termination of the Agreement) for Chrysler and other OEMs to which SCUSA provides services) or for the purposes of marketing the Financing Services or products that are not related to the Chrysler Business.

(d) SCUSA shall work with the Chrysler marketing department on programs to best utilize proprietary data related to the Consumer Financing to optimize vehicle lifecycle marketing efforts.

Section 4.11 Quality.

(a) SCUSA shall use its best efforts to maintain the competitive position of the Financing Services as compared to comparable financing services available to other major OEMs (including from captive and non-captive providers).

(b) The Financing Services will be benchmarked against competitive offerings on a regular basis (as the basis of surveys capturing service level information consistent with the Service Level Standards and information reported by SCUSA pursuant to Section 12.01, below). In the event that metrics related to the Financing Services substantially decline, then the parties,

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via the Steering Committee, will work together to determine the cause for such decline and a plan of action to improve the metrics.

Section 4.12 Promotion.

(a) SCUSA shall market, promote and advertise the Financing Services to Consumers in at least the same manner and frequency (including, without limitation, consumer offers) as SCUSA currently promotes similar services with respect to other OEM services.

(b) The parties may create a joint marketing fund to enable the parties to contribute funds for targeted incentives designed to drive customer growth and retention.

(c) SCUSA’s promotion of the Chrysler-branded private label financing services will be independent on any branding associated with any other OEM and will include the following:

(i) Financing documents – Chrysler Capital branded lease agreements.

(ii) Marketing materials – Marketing materials, including brochures, catalogs and other materials will reflect appropriate branding for both Chrysler Capital as well as each of the Chrysler brands.

(iii) Website – SCUSA will develop and implement a private label website with substantially the same functionality and tools (including rate and payment tools) as any similar SCUSA consumer website including any website used for any other OEM. Such website will not link directly or indirectly to any website other than Chrysler proprietary sites.

Section 4.13 Performance Metrics.

Provided that Chrysler treats SCUSA in a manner consistent with Comparable OEM’s treatment of their captive finance providers (“Treatment Parameters”), as defined below, SCUSA shall comply with the key performance metrics set forth in Schedule 4.13 (“Key Performance Metrics”), [***] If SCUSA fails to meet any of the Key Performance Metrics at the end of any annual measuring period pursuant to Schedule 4.13, Chrysler may terminate this Agreement to Section 10.1. The Steering Committee shall have the right, but not the obligation, to develop notice and cure periods factoring in to account such factors as customer service, cost efficiency, breadth and effectiveness of product offerings, business trajectory and regional considerations. As used herein, “Treatment Parameters” means: [***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Section 4.14 Data Sharing, Security and Privacy.

SCUSA agrees to negotiate in good faith with Chrysler the terms and conditions of a data sharing agreement [***] that includes, among other things, standard license terms and restrictions for data use, initial uses of data contemplated by each party, a list of third party service providers that will be involved in the processing of data, and information security protocols for the processing and transmission of data (the “Data Sharing Agreement”). As between Chrysler and SCUSA, to the maximum extent permitted by Law, Chrysler shall own all data including all customer data related to the Financing Services.

SCUSA will provide and comply with all required disclosures and consumer facing notices, including those practices related to data privacy (the “Financing Privacy Policy”). The Financing Privacy Policy must be approved by Chrysler and may be updated from time to time by written agreement of the parties.

In the event that the parties wish to permit access to SCUSA of any Chrysler data or customer information from Chrysler’s owner database (“COIN”), SCUSA agrees to execute the Chrysler Privacy, Security and Confidentiality Agreement attached hereto as Exhibit F without material modification.

ARTICLE V

SUBVENTION

Section 5.01 Subvention Programs.

(a) Whether to offer Subvention Programs and the terms, conditions and timing of any Subvention Programs shall be determined exclusively by Chrysler and any such Subvention Program shall be implemented by SCUSA, as required and communicated by Chrysler, either by electronic or other means, at least [***] before the commencement of any such Subvention Program (except for routine special rate and special residual support changes, notice of which may be given [***] before the scheduled start date; it being further understood that if Chrysler does not provide the [***] notice of a Subvention Program, SCUSA will nevertheless use its reasonable best efforts to implement that Subvention Program to the extent reasonable and practicable under the circumstances). After receipt of notice of such a Subvention Program, SCUSA will notify Chrysler as promptly as practicable if SCUSA is unable to implement or participate in that Subvention Program.

(b) Chrysler will use commercially reasonable efforts to solicit input from SCUSA as to individual Subvention Programs and will consult in good faith with SCUSA as to the terms and conditions of individual Subvention Programs to facilitate SCUSA’s ability to provide Consumer Financing Services to support Chrysler’s business, provided that Chrysler will not be bound to implement or modify the terms of any particular proposed Subvention Program

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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in response to SCUSA’s input but will remain free, subject to Chrysler’s specific obligations in this Agreement, to design and implement Subvention Programs in its discretion.

Section 5.02 Limited Exclusivity of Subvention Programs.

(a) If Chrysler, in its sole discretion, offers Subvention Programs, then Chrysler will offer such Subvention Program through SCUSA. If SCUSA is not able to provide the necessary funding as required under this Agreement for a specific Subvention Program and/or to fulfill the financing/pricing provisions of this Agreement, Chrysler shall be entitled to revoke the limited exclusivity described below with respect to that Subvention Program.

Section 5.03 Support Rates.

(a) Support Rates shall be updated monthly by SCUSA, communicated by SCUSA to Chrysler not less than [***] prior to the beginning of the release month and will be effective on the first Business Day of the following month, or as otherwise agreed by Chrysler, and may not be adjusted [***]

ARTICLE VI

LIMITED EXCLUSIVITY

Section 6.01 Limited Exclusivity.

(a) Beginning on May 1, 2013, Chrysler will, if SCUSA has met agreed milestones as to credit decisions for initial Dealer inventory credit applicants, provide that [***] of Chrysler subvented unit volume (the “Volume Threshold”) is financed through the private label services provided under this Agreement.

(b) The limited exclusivity of Subvention Programs will be limited to programs under which Chrysler makes a payment to a financial services provider of an amount necessary to achieve a targeted annual interest rate or lease payment amount pursuant to a national marketing program (and will include “bonus cash” programs similar to those currently used by Chrysler but will not include other fixed dollar incentives, whether provided to dealers, consumers or others nor will they include any local promotions).

(c) SCUSA will not enter into agreements or incur obligations that will restrict its ability to participate in any Chrysler subvention program.

(d) Limited Exclusivity will [***] set forth below.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Section 6.02 Adjustment for Price Competitiveness.

(a)

Pricing	Level of Exclusivity
[***]		[***]
[***]		[***]
[***]		[***]

(b) After the first 3 months after the Full Start Date, the determination of where SCUSA’s pricing has been relative to the Market Benchmark, and thus SCUSA’s exclusivity threshold under Section 6.02(a), shall be determined monthly pursuant to the terms of this Agreement and based on the most current [***] Notwithstanding the foregoing, the Steering Committee shall have the right, but not the obligation, to set up a cure process, in lieu of the termination right, in the event that SCUSA’s pricing levels falls to [***].

Section 6.03 Approval.

(a)

FICO Score	Approval Rates
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]

(b) lf, [***], SCUSA’s approval rate percentages are [***] of the Approval Rate ranges for any of the FICO Score bands, subject to SCUSA’s one time right to cure within three (3) months, the exclusivity thresholds in Sections 6.01 and 6.02 shall [***] until SCUSA’s Approval Rates for [***] are again within the Approval Rate ranges specified in Section 6.03(a) for all FICO Score bands, subject to the Minimum Approval Targets in Section 4.03.

(c) If, [***], SCUSA’s approval rate percentages are [***] of the Approval Rate ranges for any or all of the FICO Score bands above, subject to SCUSA’s one time right to cure within three (3) months, [***] until SCUSA’s Approval Rates for [***] are again within the Approval Rate ranges specified in Section 6.03(a) for all FICO Score bands, subject to the Minimum Approval Targets in Section 4.03.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Section 6.04 Dealer Inventory.

In the event of an Inventory Finance Disruption, in order for limited exclusivity to apply, SCUSA must comply with its obligations in Section 4.01(d) to provide dealer inventory financing for dealers that lose (or notified in writing of impending loss of) dealer inventory finance.

Section 6.05 Exclusivity Termination.

(a) The limited exclusivity under this Agreement may be terminated by Chrysler if:

(i) Except as otherwise provided in this Agreement, [***]

(ii) [***]

(iii) [***]

(iv) [***]

ARTICLE VII

RISK ALLOCATION

Section 7.01 Risk Allocation.

(a) Subject to its Credit Policies and any express provisions of this Article VII, SCUSA shall bear all risks of credit losses and other liabilities in connection with the Financing services unless SCUSA and Chrysler expressly agree otherwise in writing.

(b) Any financing and funding provided by SCUSA in connection with the Financing Services will be on a non-recourse basis as to Chrysler, unless SCUSA and Chrysler expressly agree otherwise.

(c) Chrysler’s obligations with respect to inventory financed vehicles will be limited to repurchase obligations pursuant to existing dealer franchise agreements and any imposed by applicable state dealer franchise laws.

Section 7.02 Residual Risk Sharing.

(a) With respect to Residual Value Losses, SCUSA and Chrysler shall bear Residual Value Losses as follows:

(i) SCUSA shall bear and be responsible for [***];

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(ii) SCUSA and Chrysler shall [***]

(iii) Chrysler shall [***]

(iv) Notwithstanding anything in this Agreement to the contrary, [***]

(b) Residual values will be determined using a minimum weighted average of [***] of ALG for all lease residuals unless otherwise expressly agreed to by the Parties.

(c) Chrysler and SCUSA shall share in any Residual Value Gains as follows:

(i) SCUSA will [***]

(ii) SCUSA and Chrysler will [***]; and

(iii) Chrysler will [***]

(iv) Determination of net gains/losses will be based on [***]

(v) Settlement of all net gains/losses will occur quarterly, within 30 days of quarter end.

(d) Total annual residual gains and losses will be subject to an annual ‘true-up’ process in which there may be a reimbursement from one of the parties to the other if the net return on the portfolio for the year differs directionally from the individual total returns of each party (for example if the portfolio shows a net gain but one party has a net gain and the other a net loss). The mechanism for determining this adjustment is illustrated in Schedule 7.02(b). [***]

(e) SCUSA [***]

ARTICLE VIII

REVENUE SHARING

Section 8.01 Upfront Payment.

(a) Immediately upon the Effective Date of this Agreement, SCUSA shall be liable to Chrysler for a non-refundable, non-contingent cash payment of $150,000,000 (the “Up-Front Payment”), which shall be paid in full by SCUSA to Chrysler no later than the Full Start Date.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Section 8.02 Revenue Sharing.

(a) SCUSA shall pay to Chrysler a revenue share for new vehicles equal to the following percentages of Net Revenues for new vehicles:

(i) [***]

(ii) [***]; and

(iii) [***]

(b) Revenue sharing shall apply to [***] Revenue share payments will be made quarterly in arrears within ten (10) Business Days of the end of the relevant quarter. With respect to the sale of a portfolio of loans or leases, SCUSA shall use reasonable best efforts to extract economic value that can be shared with Chrysler at the revenue share rate as set forth in Section 8.02(a) in effect at the time of the sale of such portfolio of loans or leases.

(c) SCUSA may exclude from revenue sharing [***]

(d) In the event that, as a result of the obligation to make revenue share payments pursuant to Section 8.02(a) or otherwise, SCUSA is unable to achieve what it regards as an acceptable and competitive return on equity while maintaining compliance with the Market Benchmarks, SCUSA may request that the Steering Committee review the relative economic benefits to the parties of this Agreement and in good faith seek to [***] the Steering Committee may if it determines appropriate develop and implement (or have the parties implement) a remediation program with the aim of improving SCUSA’s return in a manner consistent with this Agreement.

Section 8.03 Cross-Selling.

(a) In connection with any cross-selling opportunities, the parties will agree on a reasonable revenue sharing arrangement taking into account the value of preferential customer access and branding provided by Chrysler through this Agreement.

Section 8.04 Exclusivity Fees.

(a) [***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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ARTICLE IX

GOVERNANCE

Section 9.01 Steering Committee.

(a) The parties will establish a Steering Committee to be composed of an equal number of executives from each party to be responsible for considerations around joint policies and programs and coordination of joint activities between the parties. Chrysler will have the right to select a Chairperson from among the Steering Committee members.

(b) Each of Chrysler and SCUSA will designate an equal number of executives to serve as members of the Steering Committee. The Steering Committee may have up to twelve (12) members at one time (six (6) members from each party). Members will be employees of Chrysler or SCUSA, respectively, with a reasonable degree of decision-making authority in order to facilitate the prompt and efficient resolution of matters before the Steering Committee. Each of Chrysler and SCUSA will designate one of their members to be the lead member, who will be the principal point of contact and coordination for the Steering Committee outside of formal meetings (each such lead member, a “Lead Member”). The initial members and initial Lead Members are listed in Schedule 9.01(b).

(c) The Steering Committee will meet at least quarterly to assess performance under this Agreement and to discuss and agree on matters of strategic importance.

(d) The Steering Committee shall establish rules to govern its procedures.

(e) The Steering Committee will seek to resolve any disputes arising in the performance and/or interpretation of this Agreement that cannot be resolved by the Operating Committee.

Section 9.02 Operating Committee.

(a) The parties will also establish an Operating Committee to meet at least once per month and otherwise as needed to address operational issues.

(b) The structure and membership of the Operating Committee shall be agreed to by the Steering Committee.

Section 9.03 Other Committees.

(a) Separate subcommittees may be formed by the Steering Committee and/or by the Operating Committee to address specific subject matter areas as needed. Such subcommittees shall be composed of members of the Steering Committee or Operating Committee or other Chrysler or SCUSA employees with relevant expertise as the parties may from time to time agree.

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ARTICLE X

TERM; TERMINATION

Section 10.01 Term; Termination.

(a) Subject to any and all provisions for early termination provided for in this Agreement, this Agreement shall continue from the date of this Agreement until the First Break Date. The Agreement will automatically renew for a one year term on the First Break Date, unless either Chrysler notifies SCUSA in writing at least six months prior to the First Break Date or SCUSA notifies Chrysler in writing at least twelve months (but no more than thirteen months) prior to the First Break Date that it wishes to terminate the Agreement (any such notice, a “Termination Notice”).

(b) If Chrysler or SCUSA does not deliver a Termination Notice, then this Agreement will be renewed automatically for successive one-year terms, each expiring on the Next Break Date. The Agreement will not automatically renew for such successive one year terms if either Chrysler or SCUSA provides a Termination Notice to the other party within the time periods specified above prior to the Next Break Date that it wishes to terminate the Agreement.

(c) This Agreement may also be terminated as follows:

(i) The non-breaching party may terminate this Agreement upon a breach by the other party that materially affects the benefits that the non-breaching party reasonably anticipated to receive under this Agreement, and such breach, if curable, is not cured within [***] of receipt of written notice from the non-breaching party; provided, however, if such non-breaching party does not exercise its termination right within [***] after such [***] cure period, the termination right shall be waived.

(ii) Upon a Change of Control of SCUSA, (where “Change of Control of SCUSA” means (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (or any successor federal statute), and the rules and regulations promulgated thereunder (the “Exchange Act”)), other than Banco Santander and its Affiliates or the other owners of SCUSA, shall be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, or any successor provision), directly or indirectly, of more than 20% of the outstanding shares of common stock (or similar equity interests) of SCUSA (such person or group, a “Change of Control Owner”) and (b) Banco Santander and its Affiliates shall be the beneficial owners, directly or indirectly, of fewer shares of common stock (or similar equity interests) of SCUSA than such Change of Control Owner); provided, however, if

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Chrysler does not exercise its termination right within [***] after such Change of Control, the termination right shall be waived.

(iii) The commencement of a voluntary or involuntary case or other proceeding by or against the other party seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar Law, now or hereafter in effect, which in the case of an involuntary proceeding is not stayed or lifted within [***]; the application for or consent to the appointment of a receiver, trustee, liquidator or custodian by the other party for itself or of all or a substantial part of its property; the making by the other party of a general assignment for the benefit of any of its creditors; or the taking by the other party of any action for the purpose of effecting any of the foregoing.

(iv) Chrysler may terminate this Agreement upon [***] written notice to SCUSA, if SCUSA becomes, or if SCUSA controls, is controlled by, or is under common control with, an OEM that competes with Chrysler (an “OEM Event”); provided, however, if Chrysler does not exercise its termination right within [***] after becoming aware of such OEM Event, the termination right shall be waived.

(v) Notwithstanding any other provision of this Agreement, Chrysler may terminate this Agreement upon written notice to SCUSA in the event that (x) either (i) the Wholesale Backup or the Committed Credit Lines become impaired in any manner or (ii) the required amounts under the Wholesale Backup or the Committed Credit Lines are otherwise not fully available to SCUSA for the sole and exclusive purpose contemplated by this Agreement and (y) SCUSA has not cured such failure within [***] thereof; provided, however, if Chrysler does not exercise its termination right within [***] after the end of such [***] cure period, the termination right with respect to that particular failure shall be deemed waived.

(vi) Upon the mutual written agreement of the parties.

(d) For the avoidance of doubt, no portion of the Up-Front Payment payable pursuant to Section 8.01 will be refunded in the case of termination for any reason, including in the event of a breach by, or Change of Control of, or any other event that permits Chrysler to terminate or otherwise results in the termination of this Agreement. Additionally, notwithstanding anything to the contrary contained in this Agreement, if Chrysler elects to terminate this Agreement as a result of a breach of any of Sections 2.03, 4.03, 4.05, 4.13, 6.02, 10.01(c)(ii), 10.01(c)(iii), 10.01(c)(iv), or 10.01(c)(v), Chrysler’s right to retain the Up-Front Payment shall constitute its sole and exclusive remedy for all losses and damages suffered by Chrysler as a result of the breach of such sections giving rise to Chrysler’s right to terminate.

Section 10.02 Obligations of SCUSA Following Termination.

(a) Upon termination of this Agreement

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(i) SCUSA shall continue to comply with the terms of this Agreement with respect to all receivables of Chrysler due from Dealers or Consumers in relation to the Financing Services until termination or liquidation of such receivables in accordance with their terms;

(ii) If so requested by Chrysler, SCUSA shall consult with Chrysler in good faith with respect to the migration of the Financing Services to a third party, and the method and process by which to achieve such migration, if any, and shall comply with the reasonable requests of Chrysler in respect of such migration;

(iii) SCUSA shall transfer the [***] to enable Chrysler or such third party to continue to provide services equivalent or similar to the Financing Services rendered under this Agreement;

(iv) Unless such transfer is not permitted under any agreement binding on SCUSA, in which case SCUSA shall use best efforts to make available to Chrysler, SCUSA will transfer to Chrysler (or a third party provider of Financial Services as directed by Chrysler), subject to a reasonable pricing formula or process to be agreed upon, ownership of, or sufficient right to use, the technology platform and applications used in the provision of the Financing Services under this Agreement (whether owned or licensed by SCUSA); and

(v) SCUSA shall have no rights in respect of the [***] other than in relation to the performance of its obligations to provide Financing Services after termination pursuant the provisions of this Agreement.

(b) Upon termination or expiration of this Agreement, SCUSA shall provide the Financing Services for a period of [***] or such lesser period as may be requested in writing to SCUSA by Chrysler after the date on which termination or expiration of this Agreement becomes effective. If after such [***] (or lesser period) as provided above, Chrysler has not migrated the Financing Services to a third party provider and desires in its sole discretion for SCUSA to continue to provide the Financing Services as Chrysler Capital, Chrysler may by written notice to SCUSA, reinstate this Agreement (in which case the breach which gave rise to Chrysler’s termination right will be deemed cured) or may offer to reinstate this Agreement conditional on any amendment to the terms of this Agreement and/or any additional remedy for the breach which gave rise to Chrysler’s right to terminate. In the absence of reinstatement, after such [***] (or lesser period) as provided above expires, SCUSA shall (i) immediately cease all use of the Chrysler Marks, including but not limited to immediately removing any and all signage, advertisements and internet sites displaying the Chrysler Marks; (ii) file express withdrawals of all Chrysler Capital d/b/a registrations within 30 days and provide Chrysler with written evidence of same; and (iii) immediately destroy any unused stock of financing documents, lease agreements, loan documentation, stationery, invoices and the like bearing any Chrysler Mark and provide Chrysler with written evidence of same.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(c) The provisions of Section 10.02, Article X, Section 12.02, Section 12.03, Section 12.04, and Section 12.05 shall survive expiration or termination of this Agreement and remain in force and in effect for three years following such expiration or termination unless a longer term is required by Law or to effectuate the termination obligations of this Agreement,

ARTICLE XI

INDEMNIFICATION; LIABILITIES

Section 11.01 Indemnification.

(a) Chrysler and SCUSA shall indemnify the other party and the other party’s Subsidiaries, directors, officers, employees and representatives, in each case, in their capacity as such, against any and all damages, claims, causes of action, losses and/or other liabilities incurred or arising from such party’s business or operations or a breach by a party of its representations, warranties or covenants in this Agreement (i.e., SCUSA as a financial services provides and Chrysler as a vehicle manufacturer), in each case to the extent related to a third party legal claim or enforcement action (an “Indemnifiable Claim”).

(b) The party seeking indemnification (an “Indemnitee”) must notify the other party of any third party action that may be an Indemnifiable Claim brought against the Indemnitee as promptly as reasonably practical; however, any failure to provide such notice does not relieve the indemnifying party from its indemnity obligations under this Agreement.

(c) The party from whom indemnification is sought (the “Indemnitor”) may assume full control of the defense of the Indemnifiable Claim.

(d) If the Indemnitor does not assume control of the defense of the Indemnifiable Claim within a reasonable time of receiving notice of it from the Indemnitee and Indemnitee is prejudiced by such delay, then the Indemnitee may assume control of the defense of it, with full recourse against the Indemnitor for all costs and expenses incurred in connection with the defense and/or settlement of the Indemnifiable Claim.

(e) The Indemnitee and Indemnitor will reasonably cooperate with each other in defense of the Indemnifiable Claim, regardless of which party has assumed control of the defense of it.

(f) Neither the Indemnitee nor the Indemnitor may settle any third party claim related to the services provided under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld, and without obtaining the unconditional release of the other party from all liability to the third party claimant(s).

(g) If the indemnifiable damages, claims, causes of action, losses, and/or other liabilities arise out of the parties’ joint activities, then the parties will apportion the damages, claims, causes of action, losses, and/or other liabilities in good faith and in a fair manner under the circumstances.

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Section 11.02 Limitations on Liability.

(a) Neither party will be liable to the other party (i) in tort, except for gross negligence or willful misconduct, (ii) for equitable claims (but not including equitable remedies) and (iii) for claims arising out of any contract with any customer, dealer or other third party or otherwise in connection with their relationship with such Persons.

Section 11.03 Limitation on Damages.

(a) Neither party is liable to the other party for (i) any damages caused by a Force Majeure Condition or (ii) indirect, incidental, punitive, consequential, non-economic damages, or damages for lost profits, loss of business or business interruption.

Section 11.04 Equitable Remedies.

(a) Nothing in this Agreement restricts either party’s ability to seek equitable remedies (as distinguished from claims), including specific performance of a party’s obligations under this Agreement.

Section 11.05 Cumulative Remedies.

(a) Each party’s rights and remedies under, and/or in connection with, this Agreement are cumulative and may be exercised singly, concurrently, and/or successively in the exercising party’s sole discretion.

ARTICLE XII

INFORMATION REPORTING AND CONFIDENTIALITY

Section 12.01 Information Reporting.

(a) The parties will meet periodically through the Steering Committee or on a reasonable request of a party to discuss current and projected financing needs for Dealers and Consumers, marketing programs as well as SCUSA’s funding plans to meet the projected financing needs and marketing programs.

(b) SCUSA will provide to Chrysler through the Steering Committee and Operating Committee information and reports regarding Dealers’ credit limits, Dealers’ credit performance, Dealers’ credit limit utilization, and any other information that Chrysler may reasonably request for the development of its business with Consumers and Dealers.

(c) SCUSA shall provide regular (and, at Chrysler’s reasonable request, special) reports to Chrysler via the Steering Committee, or other committee as the Steering Committee may designate, to facilitate Chrysler’s understanding of the Dealer and Consumer

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financing dynamics relevant to their markets and SCUSA’s [***] Such reporting shall also be provided within a reasonable time to allow Chrysler to perform financial reporting and to provide for internal control reporting as requested.

(d) The parties will meet periodically through the Steering and Operating Committees to discuss the data referred to above and their market implications.

Section 12.02 Confidentiality.

The parties shall treat any information received by it in connection with this Agreement in accordance with the existing Confidentiality Agreement among themselves.

Section 12.03 Nondisclosure of Dealer and Consumer Information.

SCUSA shall not directly or indirectly share data about Dealers or Consumers with third parties, other OEMs, authorized vehicle distributors or authorized vehicle dealers without the written consent of Chrysler (and affected Dealers as required). SCUSA shall employ appropriate safeguards to protect such information from unauthorized disclosure or dissemination.

Section 12.04 Information Security.

(a) Chrysler and SCUSA will take reasonable technological and organizational precautions to ensure that each other’s Confidential Information is protected from unauthorized access, alteration, disclosure, erasure, manipulation and destruction by third parties while such information is in its possession or control and will ensure that such information is not processed in other ways contradictory to privacy and/or data protection laws.

(b) Chrysler and SCUSA will provide to each other reasonable information regarding the processing, storage and security of Confidential Information.

(c) Chrysler and SCUSA will maintain sufficient procedures to detect and respond to security breaches or unauthorized access or dissemination of Confidential Information and will inform the other party as soon as practicable if a party suspects or learns of a security breach or unauthorized access or dissemination of Confidential Information, including an estimate of the actual and potential impact of the event and the corrective action taken or proposed to be taken.

Section 12.05 Confidential Personal Information.

(a) Chrysler and SCUSA will restrict access to Confidential Personal Information in their possession or control to their employees and/or representatives who have a need to know such information in connection with providing Financing Services and the performance of their respective obligations under this Agreement.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(b) Unless otherwise prohibited by Law, Chrysler and SCUSA will immediately notify the other party of any legal process served on such party for the purpose of obtaining Confidential Personal Information and, prior to disclosure of any Confidential Personal Information in connection with such process, use commercially reasonable efforts to give the other party adequate time to exercise its legal options to prohibit or limit such disclosure.

(c) Chrysler and SCUSA each will implement appropriate measures designed to meet the following objectives:

(i) Ensure the security and confidentiality of Confidential Personal Information;

(ii) Protect against any anticipated threats or hazards to the security or integrity of such information; and

(iii) Protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to the person about whom the Confidential Personal Information refers.

(d) Within ten days following termination of this Agreement or ten days following the completion of a project for which the Confidential Personal Information has been provided, whichever first occurs, upon the other party’s request, Chrysler or SCUSA, as the case may be, will:

(i) Return the other party’s Confidential Personal Information to such other party; or

(ii) Certify in writing to such other party that such Confidential Personal Information has been destroyed in such a manner that it cannot be retrieved.

(e) Chrysler and SCUSA will notify each other promptly upon the discovery of any loss, unauthorized disclosure, unauthorized access, or unauthorized use of the other’s Confidential Personal Information and will indemnify the other party for such loss, unauthorized disclosure, unauthorized access or unauthorized use, including reasonable attorney fees in accordance with the terms and conditions of Article XI of this Agreement.

ARTICLE XIII

OTHER PROVISIONS

Section 13.01 MFN.

(a) Chrysler shall be permitted to accept any preferable terms and conditions of any agreement or set of agreements similar to this Agreement between SCUSA and any other OEM that is related to dealer or customer financing arrangements.

(b) SCUSA will notify Chrysler of the existence of terms and conditions of any agreement or set of agreements similar to this Agreement and Chrysler shall have the right to

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receive such terms and conditions. The parties will agree through the Steering Committee on a method for any necessary third party review of the terms of any other OEM program to enable Chrysler effectively to realize the benefit of this MFN provision while not compromising the integrity of any such OEM program and SCUSA will ensure that the terms of any such OEM program permits such review.

(c) In the event of a dispute with respect to the compliance with this Section, any party may request a nationally recognized firm of independent accountants agreeable to the parties to resolve such dispute. Any such request shall be in writing and shall specify with particularity the terms and conditions being submitted for determination. The parties agree to promptly, and in good faith, take all necessary action to designate the accountant no later than ten (10) business days after a request is made. The parties shall cooperate fully in assisting the accountants in their review, including by providing the accountants full access to all files, books and records relevant thereto. Notwithstanding the generality of the foregoing, the parties shall not be required to provide the accountants with access to records to the extent (i) such access is prohibited by applicable Law or (ii) such records or information is legally privileged. The fees and expenses if such accountants will be borne by the prevailing party (as determined by accountants in their sole discretion).

Section 13.02 Permitted Cross-Selling.

(a) Except as otherwise provided in this Agreement, any offer and marketing of products and services other than the Financing Services provided pursuant to this Agreement (including, but not limited to personal loans, insurance products, extended repair plans and warranties, credit card and white label credit cards, employee sales, (“Cross-Selling Activities”)) by SCUSA to Consumers and Dealers shall be permissible only with the express prior written approval of Chrysler.

(b) In connection with any Cross-Selling Activities, the parties will agree within the Transition Period and prior to engaging in any Cross-Selling Activities on a reasonable revenue sharing arrangement taking into account the value of preferential customer access and branding provided by Chrysler through this Agreement.

Section 13.03 Credit Policies.

(a) SCUSA shall provide the Financing Services pursuant to the Credit Policies. The Credit Policies shall be at the sole responsibility and shall be under the control of SCUSA.

(b) SCUSA must communicate its Credit Policies and credit scoring practices in place from time to time to Chrysler on a regular basis. SCUSA shall provide [***] written notice to Chrysler before it implements any material changes to its Credit Policies and credit scoring practices that would be applicable to any of the Financing Services.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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(c) SCUSA shall, at quarterly intervals (or more frequently if requested by Chrysler) discuss with Chrysler its current Credit Policies and credit scoring system, any anticipated changes in its Credit Policies and credit scoring system as well as the application of such policies to the automotive financing business generally and the Financing Services in particular.

Section 13.04 Outsourcing.

(a) SCUSA shall not outsource or allow any third party to provide any material Financing Services or permit any third party to perform any of SCUSA’s material obligations under this Agreement without the prior written consent of Chrysler.

(b) SCUSA shall remain liable for the performance of its obligations under this Agreement, including the achievement of all Service Level Standards applicable to the Financing Services, notwithstanding the performance of such obligations by any third party.

Section 13.05 Audit Rights.

(a) Each party will provide the other party reasonable access, during regular business hours, to its files, books, and records pertaining to the Financing Services and the other obligations contemplated by this Agreement.

(b) Each party may audit the other party’s compliance with its principal financial and operating obligations under this Agreement.

(c) Neither party will be entitled to conduct such an audit more than once in any year unless a prior audit has shown a Material Deviation.

(d) Any review or audit will be limited in duration, manner, and scope reasonably necessary and appropriate to confirm compliance with the terms and conditions of this Agreement.

Section 13.06 Expenses.

(a) Each party will bear its own fees and expenses that are incurred in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement.

Section 13.07 Regulatory Compliance.

(a) SCUSA shall be responsible for developing policies and procedures to ensure compliance with federal, state and local statutory and regulatory requirements applicable to the Financing Services.

Section 13.08 Force Majeure.

(a) Neither Chrysler nor SCUSA is liable for a delay in performance or failure to perform any obligation under this Agreement to the extent such delay is due to causes beyond

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its control and is without its fault or negligence, including, natural disasters, governmental regulations or orders, civil disturbance, war conditions, acts of terrorism or strikes, lock-outs or other labor disputes (“Force Majeure Condition”). The performance of any obligation suspended due to a Force Majeure Condition will resume as soon as reasonably possible as and when the Force Majeure Condition subsides.

ARTICLE XIV

MISCELLANEOUS

Section 14.01 Representations and Warranties.

(a) Chrysler and SCUSA each hereby represent and warrant to the other that, as of the date of this Agreement:

(i) It is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and has all requisite power and authority to enter into and perform all of its obligations under the Agreement.

(ii) The execution, delivery and performance of this Agreement by it have been duly authorized by all requisite action on its part.

(iii) This Agreement constitutes a valid and binding obligation of it and is enforceable against it in accordance with its terms.

(iv) The execution and performance of this Agreement by it will not:

(A) Violate any provision of applicable Law.

(B) Conflict with the terms or provisions of its organizational or governance documents, or any other material instrument relating to the conduct of its business or the ownership of its property.

(C) Conflict with any other material agreement to which it is a party or by which it is bound.

(v) There are no actions, suits, proceedings or other litigation or governmental investigations pending, or to its knowledge, threatened, by or against it with respect to this Agreement or in connection with the dealings contemplated by this Agreement.

(vi) There is no order, injunction or decree outstanding against, or relating to, it that could reasonably be expected to have a material adverse effect upon its ability to perform its obligations under this Agreement.

Section 14.02 Notices. Any notice, claim, request, demand, consent, designation, direction, instruction, certificate, report or other communication (each, a “notice”) to be given hereunder shall be given in writing in the English language (or accompanied by an accurate English language translation upon which the recipient shall have the right to rely for all purposes)

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and delivered in person, or by facsimile or other electronic transmission to address, the fax number or email address below:

If to Chrysler:

Chrysler Group LLC

1000 Chrysler Drive

Auburn Hills, MI 48326

CIMS: 485-03-71

Attention: Head of Financial Services

Tel: [***]

Fax:

Email: [***]

With copy to:

Chrysler Group LLC

1000 Chrysler Drive

Auburn Hills, MI 48326

Attention: General Counsel

Tel: [***]

Fax: [***]

if to SCUSA:

Santander Consumer USA Inc.

8585 N. Stemmons Freeway

Suite 1100 N

Dallas, TX 75247

Attention: [***]

Tel: [***]

Fax: [***]

Email: [***]

With a copy to:

Santander Consumer USA Inc.

8585 N. Stemmons Freeway

Suite 1100 N

Dallas, TX 75247

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Attention: Chief Legal Officer

Tel: [***]

Email: [***]

Where a notice is sent by facsimile or other electronic transmission, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received, if sent within business hours on a business day in the place of receipt, on the same day that it was transmitted or, if sent outside of business hours, during business hours on the next business day in the place of receipt. Each party, by written notice to each other party in accordance with this Section 14.02, may change the address to which notices are to be sent to such party.

Section 14.03 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which, when so executed and delivered, shall be an original, but all the counterparts shall together constitute one and the same instrument.

Section 14.04 Further Assurances. Each party agrees to execute and deliver any and all such other documents and instruments and take or cause to be taken any and all such other actions as the other party may reasonably request (at the cost of the requesting party) or that are reasonably necessary or appropriate in order to give full effect to the terms of this Agreement.

Section 14.05 Relationship of the Parties.

(a) Nothing contained in this Agreement creates or will be construed as creating a joint venture, association, partnership, franchise or agency relationship between Chrysler and SCUSA.

Section 14.06 Assignment and Amendment.

(a) This Agreement binds and inures to the benefit of the parties hereto and their respective successors and assigns. Neither Chrysler nor SCUSA may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement (by operation of Law or otherwise) to any party without the other party’s prior express written consent.

(b) This Agreement may be amended or modified only by a writing signed by both parties.

Section 14.07 Severability.

(a) If a court of competent jurisdiction holds that any part of this Agreement is invalid or unenforceable under applicable Law, all other parts remain valid and enforceable.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

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Section 14.08 No Third Party Beneficiaries.

(a) Nothing in this Agreement, express or implied, confers upon any person or entity, other than the parties and their successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

Section 14.09 Dispute Resolution.

(a) Any dispute, controversy, claim or disagreement arising from or in connection with this Agreement (a “Dispute”), will be exclusively governed by and resolved in accordance with the provisions of this Section 14.09. Except as provided in this Section 14.09, neither party will seek judicial relief of any Dispute.

(b) Any Dispute that cannot be resolved at the working level will, in the first instance, be submitted to each member of the Steering Committee before the next scheduled Steering Committee meeting.

(c) If at formal Steering Committee meeting or within ten business days thereafter (unless a different time is agreed to by the Steering Committee) the Coordinating Committee is unable to resolve any such Dispute, the Dispute will immediately be escalated to lead members of the Steering Committee for each party, or their designees for the particular matter, for resolution.

(d) Any Dispute that is not resolved by the lead members of the Steering Committee for each party (or their designees for the particular matter) within 30 days of submission to them will immediately be escalated to the Chairman of Banco Santander and the Chairman and CEO of Chrysler.

(e) If a Dispute is not resolved within 60 days of the date of escalation to the Chairman of Banco Santander and the Chairman and CEO of Chrysler, the parties agree in good faith to try to settle the Dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules, before resorting to litigation or any other dispute resolution mechanism.

(f) If a Dispute is not resolved within 120 days of the start date of mediation, either party may pursue legal remedies.

(g) This Section 14.09 does not limit either party’s right to apply to a court of competent jurisdiction for equitable, provisional relief with respect to any Dispute pending the resolution of the Dispute pursuant to this Section 14.09.

MASTER PRIVATE LABEL FINANCING AGREEMENT

49

Section 14.10 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 14.11 Consent to Jurisdiction.

(a) To the fullest extent permitted by Law, each party hereby irrevocably consents and agrees, for the benefit of the other party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement may be brought in any federal or state court located in the Borough of Manhattan, The City of New York, and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each such court with respect to any such action, suit or proceeding. To the fullest extent permitted by Law, each party waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings brought in any such court and hereby further waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum.

Section 14.12 No Trial by Jury. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

MASTER PRIVATE LABEL FINANCING AGREEMENT

50

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CHRYSLER GROUP LLC
By:	/s/ Richard Palmer
	Name: Richard Palmer
	Title: CFO
SANTANDER CONSUMER USA INC.
By:	/s/ Tom Dundon
	Name: Tom Dundon
	Title: CEO

[Signature Page to Master Private Label Financing Agreement]

SCHEDULE OF SCHEDULES

Schedule 1.01(r)

Methodology and an illustrative calculation of Cost of Funds

Chrysler Capital

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 1.01(qq)

Illustrative Calculation of “Market” Rates

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 1.01(qq) (continued)

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 1.01 (tt)

Illustrative calculation of Net Interest Income

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 1.01(aaa)

Existing Methodology and an Illustrative Calculation of the Operating Spread

Chrysler Capital

Illustrative calculation of the operating speed (illustration purposes only)

Retail installment contracts

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 1.01(ooo)

Specified Banking Subsidiaries

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 1.01(ppp)

Standard Banking Services

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 2.01(b)

Exceptions

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 3.02(a)(iv)

Remarketing Services

• All remarketing processes to be established and managed by SCUSA, including, without limitation, all [***]

• Chrysler will have final approval on all remarketing strategies, policies and procedures prior to implementation

• SCUSA shall propose a joint Chrysler/ SCUSA remarketing management committee with meetings on a regular basis

• SCUSA shall propose a system that collectively leverages the scale of Chrysler and SCUSA to maximize benefit related to auction costs.

• SCUSA shall provide that grounding dealers shall have the right to purchase off lease vehicle at fair market value (not residual value)

• SCUSA shall provide copies of existing agreements with each auction company

• SCUSA will share remarketing data on a regular basis including but not limited to: [***]

• All remarketing expenses that exceed the standard industry reconditioning expenses for SCUSA shall be agreed upon by Chrysler and SCUSA on a [***] basis (or, if applicable, exclusive cost basis by either Chrysler or SCUSA) where appropriate.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 3.03(e)

Key SCUSA Individuals

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 4.01(a)

Funding

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 4.08(a)

Illustrative Calculation of the Support Rate

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 4.08(c)

Existing Methodology and an illustrative Calculation of the Operating Spread

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 4.13

Key Performance Metrics

SCUSA’s minimum retail and lease penetration rates

	Year 1	Year 2	Year 3	Year 4	Year 5
Retail	[***]	[***]	[***]	[***]	[***]
Lease	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 7.02 (b)

Illustrative Methodology for Determining Residual Gains and Losses

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 7.02 (b) (continued)

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Schedule 9.01(b)

Steering Committee

SCUSA Members

1. Tom Dundon, CEO, Lead Member

2. Jason Kulas, CFO

3. Steve Zemaitis, Chief Credit Officer

4. Jason Grubb, Chief Operating Officer

5. Rich Morrin, EVP, Chrysler Capital Lead

6. Eldridge Burns, Chief Legal Counsel

Chrysler Group Members

1. Peter Grady, Chrysler Group, Lead Member

2. Gerry Quinn, Chrysler Group, Chrysler Capital Lead

3. Scott Grissom, Chrysler Group, Chrysler Capital Finance

4. Steve Beahm, Chrysler Group, VP Sales

5. Mike Novak, Chrysler Group, Sales Incentives Finance

6. Patrick White, Chrysler Group, VP Finance

EXHIBIT A

EQUITY OPTION AGREEMENT

EQUITY OPTION AGREEMENT

Dated as of February 6, 2013

by and between

CHRYSLER GROUP LLC

and

SANTANDER CONSUMER USA INC.

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		2
ARTICLE II EQUITY OPTION		2
Section 2.1 Grant		2
Section 2.2 Exercise of the Equity Option		2
ARTICLE III REPRESENTATIONS AND WARRANTIES		4
ARTICLE IV COVENANTS		5
Section 4.1 Covenants of Chrysler		5
Section 4.2 Covenants of SCUSA		5
ARTICLE V MISCELLANEOUS		6
Section 5.1 Termination		6
Section 5.2 Amendments and Waivers		6
Section 5.3 Assignment		6
Section 5.4 Attorneys’ Fees		6
Section 5.5 Notices		6
Section 5.6 No Third Party Beneficiaries		7
Section 5.7 Counterparts		7
Section 5.8 Remedies		7
Section 5.9 Expenses		8
Section 5.10 GOVERNING LAW		8
Section 5.11 WAIVER OF JURY TRIAL		8
Section 5.12 Severability		8
ANNEX A—Definitions
ANNEX B—Determination of Equity Value
Al\INEX C—Representations and Warranties of SCUSA

i

EQUITY OPTION AGREEMENT

This EQUITY OPTION AGREEMENT (the “Agreement”), dated as of February 4, 2013, is made and entered into by Chrysler Group LLC (“Chrysler”) and Santander Consumer USA Inc. (“SCUSA”).

RECITALS

WHEREAS, Chrysler manufactures, distributes, markets and sells motor vehicles and related goods and services, which are offered for sale under various brands to retail consumers through a network of dealerships authorized by Chrysler; and

WHEREAS, SCUSA is a financial services company that provides automotive finance and lease, insurance, lending and related services to a variety of customers, including retail purchase and lease financing to automobile purchasers and wholesale financing and related services to automobile dealers and is majority owned by Banco Santander, a global retail banking organization; and

WHEREAS, Chrysler and SCUSA are concurrently with the execution and delivery of this Agreement, entering into a Master Private Label Financing Agreement, dated the date hereof (the “MPLFA”), pursuant to which SCUSA will provide Chrysler-branded automotive financing services to Chrysler dealers and customers; and

WHEREAS, in connection with the MPLFA, the parties have agreed that Chrysler may at its option, acquire an equity participation (which may exceed 50%) in an operating entity through which the financial services contemplated by the MPLFA are offered and provided, through one of (i) an equity interest in the SCUSA entity, (ii) participation in a joint venture to which the business providing the Financing Services would be contributed by SCUSA or (iii) another business relationship or structure that provides equity returns and participation to Chrysler that are substantially similar to those contemplated by clauses (i) or (ii) above, in any such case pursuant to a pricing formula and process provided for in this Agreement; and

WHEREAS, in connection with the foregoing, the parties hereto wish to enter into this Agreement to govern the rights and obligations of the parties with respect to equity option rights and certain other matters.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Annex A hereto or if not set forth therein, as defined in the MPLFA (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires.

ARTICLE II

EQUITY OPTION

Section 2.1 Grant. (a) SCUSA hereby grants to Chrysler or any of Chrysler’s designated subsidiaries or permitted assigns (such optionee, the “Holder”), the right and the option (the “Equity Option”) to purchase the Covered Interests, subject to the terms and conditions set forth below. The price payable by the Holder to SCUSA to acquire the Covered Interests to be acquired upon any exercise of the Equity Option shall be the Equity Option Exercise Price.

(b) The parties hereby acknowledge and agree that the purchase price for the Equity Option, once paid, shall be in full satisfaction of both the purchase price of the Equity Option as well as the purchase price of any Covered Interests purchased upon exercise of the Equity Option (i.e. this Agreement contemplates no additional payment in respect of the Equity Option itself).

Section 2.2 Exercise of the Equity Option. (a) The Equity Option may be exercised in the manner described herein in whole or from time to time in part at any time during the Equity Option Exercise Period.

(b) Prior to any exercise of the Equity Option pursuant to Section 2.2(c), the Holder shall give notice to SCUSA of its intention to exercise the Equity Option (a “Notice of Intent”) in the manner prescribed in Section 4.5. During the period of twenty (20) Business Days after the date of any Notice of Intent, Chrysler and SCUSA will discuss in good faith the structure and valuation of a potential equity participation by Chrysler in the operating entity providing financing services to Chrysler dealers and customers pursuant to the MPLFA. In the event that the parties do not agree on an alternate structure, the Equity Option shall become exercisable for an interest in the Company, into which SCUSA will transfer the Transferred Assets and which will own and operate the Transferred Business. Unless the parties agree otherwise, the Company will be organized as a Delaware limited liability company. In any case SCUSA and Chrysler shall have equivalent voting and governance rights without regard to their respective ownership interests, except to the extent that a party has an ownership interest representing less than 20% of the total equity in the Company in which case the minority participant shall have (i) the right to designate a number of directors proportionate to its ownership and (ii) customary minority voting rights as reasonably determined by the parties. Additionally, Chrysler and SCUSA shall agree in good faith on other relevant investor rights for the Company (i.e., exit rights, transfer rights, etc.); provided that the failure to agree on any such

2

rights will not affect the validity or enforceability of the Equity Option (which will be implemented without any investor rights that are not agreed between the parties). SCUSA shall assign its rights under the MPLFA to the Company with effect from the completion of the Equity Option. The parties shall use reasonable best efforts to complete the valuation and other procedures set forth in Annex B hereto not later than ninety (90) days from the date of delivery of the relevant Notice of Intent (the “Target Completion Date”). The Holder shall not, as a result of delivering any Notice of Intent, have any obligation to exercise the Equity Option.

(c) If Chrysler provides a Notice of Intent, SCUSA shall within twenty (20) Business days thereof deliver to Chrysler schedules of all Transferred Assets and Assumed Liabilities as well as historical or pro forma financial statements for the Transferred Business as at the end of and for the most recently completed calendar year (“Annual Financial Statements”) and each subsequent quarterly interim period (“Interim Financial Statements” and together with the Annual Financial Statements, “Financial Statements”) on a carve out basis (reflecting the ownership of the Transferred Assets and the assumption of the Assumed Liabilities by the Company) as though the Transferred Business had been operating as an independent entity for all relevant periods.

(d) If, during the period described in Section 2.2(b) above, the parties have not agreed on a valuation, either party may, not earlier than five (5) Business Days thereafter, commence the valuation process set forth in Annex B herein. Either party shall have the right to defer, for a period of up to nine (9) months, the valuation process; provided that a party may exercise the right to defer the valuation process only one time during the term of this Agreement. The notice of deferral shall be delivered in the manner prescribed in Section 4.5 during the five (5) Business Day period referred to above (i.e., prior to the appointment of the banks referred to in Annex B).

(e) Subject to this Section 2.2(e), the Holder may exercise the Equity Option, within 90 days following the valuation, by giving written binding notice to SCUSA of the exercise of such Equity Option (a “Notice of Exercise”) in the manner prescribed in Section 5.5. The Notice of Exercise shall set forth the percentage of total Covered Interests that the Holder intends to purchase pursuant to such exercise of the Equity Option. The parties will use best efforts to complete the settlement of and payment for the portion of the Covered Interests being purchased not less than three (3) nor more than ten (10) Business Days from the date of delivery after Notice of Exercise. The completion of the settlement and payment for the portion of the Covered Interests being purchased may be delayed for a period not to exceed one hundred eighty (180) days in the event that any consent, approval, authorization or order of any Governmental Authority is, in Chrysler’s reasonable judgment, necessary or advisable and Chrysler is pursuing such consent, approval, authorization or order with reasonable diligence. Upon settlement of the Equity Option, SCUSA shall execute and deliver all such bills of sale, assignments and other customary instruments of transfer and such other documents evidencing the transfer to the Company of the Transferred Assets and the vesting in the Company of all rights, power and authority to operate the Transferred Business, as Chrysler may reasonably request each in form and substance as Chrysler may reasonably request.

(f) Upon payment for and settlement of the Equity Option, SCUSA shall be deemed to have made to Chrysler the representations and warranties attached as

3

Annex C to this Agreement which may, other than with respect to paragraphs 1, 4, 5 and 9, be subject to an SCUSA Disclosure Letter that SCUSA shall deliver to the Investment Banks (as defined in Annex B) prior to completion of, and which shall be factored into the Investment Banks’ determination of, the Company Equity Value and SCUSA shall indemnify and hold Chrysler harmless against any losses arising and if or resulting from any breach or inaccuracy of such representations and warranties as of the date and time of delivery of the SCUSA Disclosure Letter as well as any losses or liabilities arising out of or related to the operation of the Transferred Business or the ownership or operation of any of the Transferred Assets prior to the completion of the Equity Option.

(g) As promptly as reasonably practicable following the delivery of the Notice of Exercise by the Holder, SCUSA shall (a) deliver, against payment of the exercise price to SCUSA by wire transfer of immediately available funds to such account as SCUSA may specify, duly executed transfer instructions with respect to the Covered Interests purchased pursuant to the Notice of Exercise to the Holder in a form suitable to cause the transfer of such Covered Interests together with any supporting documents duly executed by SCUSA as the Holder may reasonably request or (b) provide other evidence of transfer of the Covered Interests purchased pursuant to the Notice of Exercise to the Holder that is reasonably satisfactory to the Holder. Such Covered Interests so purchased will be delivered free and clear of any liens, claims, encumbrances, restrictions or charges of any kind.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Chrysler and SCUSA each hereby represent and warrant to the other that as to it, as of the date of this Agreement:

(a) It is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and has all requisite power and authority to enter into and perform all of its obligations under the Agreement;

(b) The execution, delivery and performance of this Agreement by it have been duly authorized by all requisite action on its part;

(c) This Agreement constitutes a valid and binding obligation of it and is enforceable against it in accordance with its terms;

(d) The execution and performance of this Agreement by it and the consummation of any transaction contemplated hereby will not:

(i) Violate any provision of applicable Law;

(ii) Conflict with the terms or provisions of its organizational or governance documents, or any other material instrument relating to the conduct of its business or the ownership of its property;

4

(iii) Conflict with any other material agreement to which it is a party or by which it is bound;

(e) There are no actions, suits, proceedings or other litigation or governmental investigations pending, or to its knowledge, threatened, by or against it with respect to this Agreement or any transaction contemplated hereby or in connection with the dealings contemplated by this Agreement or any transaction contemplated hereby; and

(f) There is no order, injunction or decree outstanding against, or relating to, it that could reasonably be expected to have a material adverse effect upon its ability to perform its obligations under this Agreement or complete any of the transactions contemplated hereby.

ARTICLE IV

COVENANTS

Section 4.1 Covenants of Chrysler. Chrysler hereby covenants to and agrees with SCUSA as follows:

(a) Chrysler and any subsequent Holder each agrees that it will, at the reasonable request of SCUSA, take any further action that is necessary or desirable to carry out the purposes of this Equity Option Agreement.

(b) Chrysler agrees to use commercially reasonable efforts to obtain any consent or to vacate or lift any order relating to matters of Antitrust Law that would have the effect of making the Equity Option illegal or otherwise prohibiting or materially delaying the exercise of the Equity Option.

Section 4.2 Covenants of SCUSA. SCUSA hereby covenants to and agrees with Chrysler as follows:

(a) SCUSA covenants and agrees with the Holder that upon receipt of the Equity Option Exercise Price it will deliver to Holder full legal and beneficial ownership of the Covered Interests upon due exercise of the Equity Option in accordance with the terms of this Agreement and free and clear of any liens, claims, charges, restrictions or encumbrances of any kind. For the avoidance of doubt, SCUSA, on the one hand, and Chrysler, on the other hand, may, at any time agree to a sale and purchase of the Covered Interests on terms to be agreed among them.

(b) SCUSA agrees that it will, at the reasonable request of Chrysler and any subsequent Holder, take any further action that is necessary or desirable to carry out the purposes of this Agreement.

(c) SCUSA agrees to use commercially reasonable efforts to obtain any consent or to vacate or lift any order relating to matters of Antitrust Law that would have the effect of making the Equity Option illegal or otherwise prohibiting or materially delaying the exercise of the Equity Option.

5

ARTICLE V

MISCELLANEOUS

Section 5.1 Termination. All rights, restrictions, and obligations of the parties hereto shall terminate and this Agreement shall have no further force and effect thirty (30) days following the termination of the MPLFA.

Section 5.2 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented except by a writing signed by SCUSA and Chrysler (or any subsequent Holders). Any obligation of, or restriction applicable to, a party hereunder may be waived by a writing signed by the other party.

Section 5.3 Assignment. (a) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(b) Neither this Agreement nor any of the rights granted herein, nor any of the other interests and obligations created hereunder, shall be assigned or delegated, without the prior express written consent of the other parties (such consent not unreasonably to be withheld), and any attempted assignment or delegation without such consent shall be void provided that Chrysler may assign its rights hereunder to any member of the Fiat Group or any party that is a successor to Chrysler pursuant to merger, consolidation or other business combination transaction, provided such assigns or successors are also the assigns or successors of Chrysler under the MPLFA.

Section 5.4 Attorneys’ Fees. In any action or proceeding brought to enforce any provision of this Agreement or where any provision hereof is validly asserted as a defense, the successful party shall, to the extent permitted by applicable law, be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

Section 5.5 Notices.

(i) If to Chrysler:

Chrysler Group LLC

1000 Chrysler Drive

Auburn Hills, MI 48326

Attention: General Counsel

Email:                                                          

Tel:                                                              

Fax:                                                              

Email:                                                          

6

(ii) if to SCUSA:

Santander Consumer USA Inc.

8585 N. Stemmons Frwy,

Suite 1100 North

Dallas, TX 75247

Attention: Chief Legal Officer

Tel: [***]

Email: [***]

Where a notice is sent by facsimile or other electronic transmission, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received, if sent within business hours on a business day in the place of receipt, on the same day that it was transmitted or, if sent outside of business hours, during business hours on the next business day in the place of receipt. Each party, by written notice to each other party in accordance with this Section 4.5, may change the address to which notices are to be sent to such party.

Section 5.6 No Third Party Beneficiaries. This Agreement shall be for the sole and exclusive benefit of (i) Chrysler and its successors and permitted assigns (including any Holder), and (ii) SCUSA and its successors and permitted assigns. Nothing in this Agreement shall be construed to give any other Person any legal or equitable right, remedy or claim under this Agreement.

Section 5.7 Counterparts. This Agreement may be executed in counterparts, and shall be deemed to have been duly executed and delivered by all parties when each party has executed a counterpart hereof and delivered an original or facsimile copy thereof to the other party. Each such counterpart hereof shall be deemed to be an original, and all of such counterparts together shall constitute one and the same instrument.

Section 5.8 Remedies.

(a) Each party hereto acknowledges that monetary damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement is not performed in accordance with its terms, and it is therefore agreed that, in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief enjoining any such breach or threatened breach and enforcing specifically the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the event such court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy.

(b) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission.

[***] Indicates that text has been omitted and is the subject of a confidential treatment request.

7

Section 5.9 Expenses. SCUSA and Chrysler shall each pay its own expenses incidental to the preparation and negotiation of this Agreement, the carrying out of the provisions of this Agreement and the consummation of any of the transactions contemplated hereby.

Section 5.10 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED, AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. To the fullest extent permitted by law, each party hereby irrevocably consents and agrees, for the benefit of the other party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement may be brought in any federal or state court located in the Borough of Manhattan, The City of New York, and hereby irrevocably accepts and submits to the non-exclusive jurisdiction of each such court with respect to any such action, suit or proceeding. To the fullest extent permitted by law, each party waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings brought in any such court and hereby further waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum.

Section 5.11 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.11.

Section 5.12 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Remainder of page left blank intentionally]

8

IN WITNESS WHEREOF, the parties have executed this Agreement on the date above first written.

CHRYSLER GROUP LLC
By:	/s/ Richard Palmer
	Name: Richard Palmer Title: CFO

SANTANDER CONSUMER USA INC.
By:	/s/ Tom Dundon
	Name: Tom Dundon Title: CEO

[Signature Page to Equity Option Agreement]

ANNEX A

Definitions

“Affiliate”; “control”: The term “Affiliate” of any specified Person shall mean any other Person directly or indirectly through one or more intermediaries, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Agreement” has the meaning specified in the preamble to this Agreement.

“Antitrust Laws” means the HSR Act and all other federal, provincial, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that (a) are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or the lessening of competition through merger or acquisition or (b) involve foreign investment review by Governmental Entities.

“Assumed Liabilities” means only (i) those obligations of SCUSA related to the performance subsequent to the completion of the Equity Option of obligations under any contracts that are primarily related to the Transferred Business and only to the extent that such obligations are required pursuant to the terms of such contracts to be performed thereafter, were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by SCUSA or any other Person and (ii) those other liabilities that primarily relate to or primarily arise out of the Transferred Assets and that are specifically identified in the SCUSA Disclosure Letter.

“Business Day” means any day other than a Saturday or Sunday and other than a day on which banking institutions in Auburn Hills, Michigan or New York, New York are authorized or obligated by law or regulation to close.

“Company” means the entity formed to receive the Transferred Assets and assume the Assumed Liabilities and to own and operate the Transferred Business following settlement of the Equity Option, it being understood and agreed that the organizational form of the Company shall be determined by Chrysler in its reasonable discretion, taking into account relevant factors including regulatory, tax and valuation considerations.

“Company Equity Value” means the fair value of 100% of the Company’s outstanding equity determined in the manner provided in Annex B.

A-1

“Covered Interests” means equity interests representing ownership in the Company.

“Equity Option” has the meaning specified in Section 2.1(a) of this Agreement.

“Equity Option Exercise Period” means the period during which the MPLFA (or any successor or replacement agreement) is in effect.

“Equity Option Exercise Price” means a price equal to the Company Equity Value multiplied by the total percentage interest represented by the Covered Interests (expressed as a decimal).

“Governmental Authority” means the United States of America or any other nation, any state, province or other political subdivision, any international or supra-national entity, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government, including any court, tribunal or arbitral body, and any self-regulatory organization, in each case having jurisdiction over SCUSA, Chrysler, the Transferred Assets, the Transferred Business or any of their respective Subsidiaries, properties or other assets.

“Holder” has the meaning specified in Section 2.1(a) of this Agreement.

“Investment Bank” has the meaning specified in Annex B hereto.

“Law” means any law, statute, ordinance, rule, regulation, code, order, judgment, tax ruling, injunction or decree of any Governmental Authority.

“Notice of Exercise” has the meaning specified in Section 2.2(e) of this Agreement.

“Person” means any individual or general partnership, limited partnership, corporation, association, cooperative, joint stock company, trust, limited liability company, business or statutory trust, joint venture, unincorporated organization or Governmental Authority.

“SCUSA Disclosure Letter” means the letter to be delivered by SCUSA to Chrysler with respect to the representations and warranties set forth in Annex C and the Assumed Liabilities.

“Transferred Assets” means all of SCUSA’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired, which (i) relate to, or are primarily used or held for use in connection with, or (ii) are otherwise reasonably necessary for the operation of, the Transferred Business, including, without limitation, the following:

(a) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories;

A-2

(b) all contracts including all deposits associated with the contracts;

(c) all Intellectual Property Assets;

(d) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property;

(e) any leased real property;

(f) all Permits which are held by SCUSA and required to conduct the Transferred Business or to own and use the Transferred Assets;

(g) all rights to any actions, suits or claims of any nature available to or being pursued by SCUSA to the extent related to the Transferred Business, the Transferred Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;

(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of taxes);

(i) all of SCUSA’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Transferred Assets;

(j) all insurance benefits, including rights and proceeds, arising from or relating to the Transferred Business, the Transferred Assets or the Assumed Liabilities;

(k) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any governmental or regulatory authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and intellectual property files relating to the Intellectual Property Asset;

(l) all goodwill and the going concern value of the Business; and

(m) all other assets of SCUSA or any of their respective Affiliates related to, or are used or held for use in or are otherwise reasonably necessary for the operation of, the Transferred Business.

“Transferred Business” means the provision of Financing Services, including to Dealers and Retail Consumers as contemplated in the MPLFA.

A-3

ANNEX B

Determination of Company Equity Value

The Company Equity Value used to determine the Equity Option Exercise Price will be determined through the following process:

(i) For a period of not less than twenty (20) Business Days from the date of delivery of the Notice of Intent (the “Discussion Period”), Chrysler and SCUSA shall negotiate exclusively with one another, in good faith, in order to agree on the structure and valuation of a potential equity participation by Chrysler in the operating entity providing financing services to Chrysler dealers and customers pursuant to the MPLFA and to agree on the Company Equity Value.

(ii) In the event that the parties do not agree on the Company Equity Value pursuant to clause (i) above, within ten (10) Business Days of the end of the Discussion Period, Chrysler and SCUSA, shall each appoint (the date of the first such appointment being the “Appointment Date”) an internationally recognized investment banking firm (an “Appointed Bank”) and the Appointed Banks shall mutually appoint an additional internationally recognized investment banking firm (the “Independent Bank”, and, together with the Appointed Banks, the “Investment Banks”).

(iii) Each Investment Bank shall separately determine its best estimate of the Company Equity Value, based on the customary methodologies that such Investment Bank in its professional experience deem relevant to such a determination, and governed by the principle that the Company Equity Value is to be determined based upon the value of the Transferred Assets and Transferred Business, taking into account the Assumed Liabilities and the Financial Statements assuming a third party sale of the Transferred Business as constituted in the context of the representations and warranties of SCUSA and the financial statements of the Transferred Business, the general economic and industrial conditions prevailing at the time of such determination.

(iv) Each such Investment Bank shall for a period of not more than twenty (20) Business Days conduct customary due diligence to support its determination and each of the parties shall each cooperate with the Investment Banks in making information reasonably requested by such Investment Banks available to assist in this due diligence.

(v) Each Appointed Bank shall present its final determination of Company Equity Value to the parties no later than twenty-five (25) Business Days after the Appointment Date, by simultaneously presenting to Chrysler and SCUSA its determination of Company Equity Value.

B-1

(vi) In the event the Company Equity Values determined by the two Appointed Banks are within 10% of one another (determined by reference to the higher of the two), the Company Equity Value shall be the average of those two estimates and such determination of Company Equity Value shall be final and binding on the parties.

(vii) In the event the Company Equity Values determined by the two Appointed Banks are not within 10% of one another (determined by reference to the higher of the two), the Independent Bank shall present its valuation. The Company Equity Value shall then be determined by the Independent Bank, calculated as an amount equal to the average of the Company Equity Values determined by those two Investment Banks the estimates of which are numerically closest to one another, and such resulting determination shall be final and binding on the parties.

(viii) Notwithstanding anything above or in this Agreement or the MPLFA to the contrary, if a party takes any legal action to delay implementation of the Equity Option or extend any period provided for exercise of the Equity Option or determination of the Equity Option Exercise Price, the Company Equity Value shall be determined as that value presented by the Appointed Bank appointed by the other party.

(ix) Each of Chrysler and SCUSA shall pay the costs and fees of its Appointed Bank and the parties shall share evenly the cost and fees of the Independent Bank.

B-2

ANNEX C

Representations and Warranties of SCUSA

1. No Conflicts; Consents. The performance by SCUSA of its obligations under the Equity Option Agreement and the consummation of the transactions contemplated thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of formation, limited liability company operating agreement or other organizational documents of SCUSA; (b) conflict with or result in a violation or breach of any provision of any law or governmental order applicable to SCUSA, the Transferred Business or the Transferred Assets; (c) require the consent, notice or other action by any person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any contract or permit to which SCUSA is a party or by which the SCUSA or the Transferred Business is bound or to which any of the Transferred Assets are subject; or (d) result in the creation or imposition of any Encumbrance on the Transferred Assets. No consent, approval, permit, governmental order, declaration or filing with, or notice to, any governmental or regulatory authority is required by or with respect to SCUSA in connection with the performance by SCUSA of its obligations under the Equity Option Agreement and the consummation of the transactions contemplated thereby. “Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

2. Financial Statements. Complete The Financial Statements with respect to the Transferred Business delivered pursuant to the Equity Option Agreement will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, subject, in the case of any Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be material) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). The Financial Statements will be based on the books and records of the Transferred Business, and will be true, complete and correct as of the respective dates they were prepared and the results of the operations of the Transferred Business for the periods indicated.

3. Contracts. Each material contract of the Transferred Business is valid and binding on the Transferred Business in accordance with its terms and is in full force and effect and has been validly assigned to the Company. Neither SCUSA nor to SCUSA’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any such contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any material contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.

C-1

4. Title to Transferred Assets. SCUSA has and will transfer to the Company good and valid title to, or a valid leasehold interest in, all of the Transferred Assets. All such Transferred Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

• liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves in place;

• mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the Business or the Transferred Assets; or

• easements, rights of way, zoning ordinances and other similar encumbrances affecting Transferred Assets which are not, individually or in the aggregate, material to the Business or the Transferred Assets, which do not prohibit or interfere with the current operation of any Transferred Assets and which do not render title to any Transferred Assets unmarketable.

5. Condition and Sufficiency of Assets. Any buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property included in the Transferred Assets are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The Transferred Assets are sufficient to permit the Company to conduct the Transferred Business after the Closing in all material respects in the same manner as conducted by SCUSA prior to the Closing and the Transferred Assets constitute all of the rights, property and assets used by SCUSA or any of its affiliates or otherwise necessary to conduct the Transferred Business as conducted prior to the exercise of the Equity Option. No asset retained by SCUSA or any of its affiliates is material to the past or continued future operation of the Business.

6. Intellectual Property. (a) SCUSA owns, exclusively or jointly with other Persons, all right, title and interest in and to the Intellectual Property Assets, free and clear of Encumbrances and is in full compliance with all legal requirements applicable to the Intellectual Property Assets and its ownership and use thereof. All Intellectual Property Licenses are valid, binding and enforceable between the applicable Seller and the other parties thereto, and the applicable Seller and such other parties are in full compliance with the terms and conditions of such Intellectual Property Licenses.

(b) The Intellectual Property Assets and Intellectual Property Licenses as currently or formerly owned, licensed or used by SCUSA or proposed to be used in the conduct of the Transferred Business as proposed to be conducted have not, do not and will not infringe, violate or misappropriate the Intellectual Property of any Person. SCUSA has not received any communication, and no Action has been instituted, settled or threatened that alleges

C-2

any such infringement, violation or misappropriation, and none of the Intellectual Property are subject to any outstanding order of a Governmental Authority.

“Intellectual Property” means: (a) trademarks, service marks, trade names, brand names, logos, trade dress and other proprietary indicia of goods and services, whether registered, unregistered or arising by law, and all registrations and applications for registration of such trademarks, including intent-to-use applications, and all issuances, extensions and renewals of such registrations and applications; (b) internet domain names and all rights therein; (c) all copyrights (whether registered, unregistered or arising by law), all registrations and applications therefor, and all issuances, extensions and renewals thereof; (d) confidential information, knowhow, inventions. methods and other trade secrets, whether or not patentable; and (e) patented and patentable designs and inventions, all design, plant and utility patents, letters patent, utility models, pending patent applications and provisional applications and all issuances, divisions, continuations, continuations-in-part, reissues, extensions, re-examinations and renewals of such patents and applications. “Intellectual Property Licenses” means all licenses, sublicenses and other agreements by or through which other Persons will grant the Company exclusive or nonexclusive rights or interests in or to any Intellectual Property that is used in or necessary for the conduct of the Transferred Business as currently conducted, including any “canned” or “shrinkwrap” software loaded onto any of the Transferred Assets.

7. Compliance With Laws; Permits. SCUSA has complied, and is now complying, with all Laws applicable to the conduct of the Transferred Business as conducted prior to the exercise of the Equity Option or the ownership and use of the Transferred Assets. There is no pending or proposed Law that would be applicable to the Transferred Business and that could have a material adverse effect on the Transferred Business.

8. Permits. All permits required for the Company to conduct the Transferred Business as conducted by SCUSA per the exercise of the Equity Option or for the ownership and use of the Transferred Assets have been obtained by the Company and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full.

9. Operation of the Business. No part of the Transferred Business is operated through any entity other than SCUSA before the closing.

C-3

EXHIBIT B

PLANNING AND TRANSITION

Unless otherwise described in the MPLFA, all products and staffing levels outlined will be in place effective with the Full Launch Date, on May 1, 2013.

Floorplan

Santander Consumer Finance (SCF), the business unit of Santander that focuses on consumer and dealer lending, has a worldwide portfolio of over $100B, including $62B in consumer auto and $4B in dealer floorplan. SCF supports 9 OEMs with 37 captive agreements in 12 countries.

SCUSA will leverage this expertise and dedicated resources in dealer lending to immediately begin building the infrastructure required to facilitate floorplan lending capabilities – both people and systems, as outlined below.

Once we have been selected by Chrysler, but prior to executing an LOI, we will begin the process to have the following key elements either completed or materially completed within [***] days:

• [***] existing high performing SCUSA sales employees will immediately be trained and reallocated to Chrysler account (training is expected to take [***] days);

• Begin HR process to hire an additional [***] new sales reps (to get to [***] total) to be trained and allocated to Chrysler account. This dedicated Chrysler sales group will support all Chrysler products, including retail, commercial and dealer lending;

• [***] existing SCUSA regional managers will be reallocated to Chrysler, with additional [***] hired through HR process (to get to [***] total);

• [***]

• A simple retail/wholesale bundle strategy will be developed to maximize dealer loyalty and support the brand (necessary to increase opportunity for wholesale conquests);

• Miscellaneous related products such as wholesale insurance will be finalized.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

[***]

Implementation timeframe:

Sales

We will designate a Chrysler Relationship Manager who will oversee all aspects of the sales and marketing activity, including training. This employee will work directly with Chrysler on national programs and attend all required dealer and Chrysler functions/meetings, including National Dealer Council and other critical engagements.

We will have dedicated Chrysler sales reps for the captive company, including Regional Sales Managers [***] Each regional sales lead will have [***] direct sales reps that will be responsible for dealer training, support, and business development for between [***] dealer accounts (may differ based on metro vs. rural geographic differences).

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

In addition, these sales reps will be responsible for supporting all Chrysler products and services (retail, lease, floorplan, non-floorplan loans, and commercial fleet). [***]

Finally, please note that all of this organizational structure is integrated into the SCUSA executive management team. Rich Morrin reports directly to the CEO at SCUSA and Chrysler will continue to have access to this level as part of this program.

Dealer Credit/Underwriting

SCUSA will have a dedicated dealer underwriting group initially comprised of [***] employees on ‘Day One’, and growing to [***] as volume dictates. Underwriting will be extremely streamlined [***] for floorplan exposures less than [***] which will cover over 60% of Chrysler dealerships. [***]

Dealer Support/Account Management

We will initially staff with [***] employees, growing to [***] as volume requires (we will target long term support levels at between [***] dealer relationships per analyst). These employees will be responsible for working closely with the Chrysler sales reps to manage the overall dealer relationship and needs. Specifically, this team will be responsible for answering questions and resolving problems related to any dealer lending product or service, including:

• Handling requests for changes (increases) to credit lines;

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

• Requests for processing other incremental credit line needs [***]

• Handling communication of portfolio management functions, such as audit results;

• Resolving any type of dealer problem associated with floorplan or related products and services;

• Act as a business resource for dealer to discuss opportunities to grow relationship with captive finance company.

[***]

Funding – Dealer Lending

During normal credit market execution, SCUSA will fund wholesale through a combination of sources, including wholesale securitizations (once experience has been demonstrated), bank lines, and equity. In addition, as will be discussed by Jason Kulas’, SCUSA CFO, and Alberto Sanchez’s, Vice Chairman SCUSA, during their visit with Richard Palmer and Walter Bodden, we will formalize a floorplan commitment for [***] from Santander in the event market disruption shuts off normal funding for these assets.

Growth Expectations

Acquiring dealer wholesale takes time. Dealers are individual businessmen and women who each have different motivations for choosing a floorplan provider. In all cases, the decision is an important one and that is not lost on the dealer given the potential impact to many other parts of his/her business. As a result, a typical dealer may take between [***] months to make a decision to change lenders. To speed up this process, we will need to provide the following key attributes:

[***]

SCUSA will provide all of these elements at launch. [***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

[***]

Commercial Fleet Financing

SCUSA will provide all commercial fleet needs to Chrysler dealers. The management expertise to lead this product already exists within Santander. [***]

Implementation timeframe:

Sales

We will align directly with each Chrysler Business Center location, with the initial [***] sales reps being trained on all captive products and services, including Commercial Fleet, within [***] days. In that way, the dealer will have one point of contact. These sales reps will perform joint sales calls with the Chrysler Group sales team and the commercial fleet personnel at Chrysler dealerships in order to assist in coordinating the financing products necessary to grow this important business segment. [***]

Credit

The credit group will be a self contained group, handling credit line requests for larger fleet purchasers and also handling unique individual requests. Given the specialization of this activity within the large dealerships, we believe a dedicated internal support group will provide the best service for this important business segment. We expect the internal support group to consist of at least [***] employees initially, split between required functions as necessary. This number will grow based on burden and growth trajectory. [***]

Products

Commercial retail products (“Fleetail”) will be available [***]

Funding

The Commercial Fleet business will be funded as part of the overall retail/consumer funding strategy.

Dealer Training Group

This group will provide all support for specialized dealer training, including F&I and Internet related dealer programs and will support the sales reps working directly with Chrysler dealerships. The group will initially be staffed with up to [***] employees, while specific needs are assessed over the [***] days, working with Chrysler dealers to understand priorities from the dealer body’s perspective. We envision the following key responsibilities:

• All Chrysler Credit Products & Services

• Retail & Leasing Programs

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

• Floorplan & Dealer Loans

• Commercial Fleet

• F&I Training

• Maximize non-prime deliveries

• Internet Sales Training

• Handling internet sales leads vs. traditional lead management

• Maximize RoadLoans lead opportunities for incremental sales

• Customer Retention

• Tailor direct mail/email and other programs to maximize customer retention rate

• Assist dealer to understand vehicle valuation during life of loan in order to identify best opportunity to trade customer

Retail Originations

Chrysler Credit will gain significant advantages on the implementation of a captive finance offering by leveraging SCUSA technology and infrastructure to transact business. Please note that the implementation timeframe included is from the time Chrysler and SCUSA execute the letter of intent or final agreement, depending upon the terms.

In addition, please note that we have the technological and business resources to develop these solutions concurrently and expect a functioning private label originations channel to be in place within three months, with full functionality no longer than six months from the signing.

Marketing platform

SCUSA has an existing end-to-end marketing and communications platform. This team will be expanded to support Chrysler Credit; however, significant efficiencies will be gained by not requiring new software and technology. Immediately upon a definitive agreement, this team will work with Chrysler to establish a brand presence with all necessary collateral, sales, and communication materials.

Implementation timeframe:

We expect the marketing platform to include [***] dedicated employees for Chrysler Credit, including [***]

Sales

Once we have been selected by Chrysler, but prior to executing an LOI, we will begin the process to have the following key elements either completed or materially completed within [***] days:

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

• [***] high performing SCUSA sales employees will immediately be trained and reallocated to Chrysler account;

• Hire additional [***] new sales reps [***] to be trained and allocated to Chrysler account. This dedicated Chrysler sales group will support all Chrysler products, including retail, commercial and dealer lending;

• [***] SCUSA regional managers will immediately be reallocated to Chrysler, with additional [***]

These individuals will be located both in the field as well as in a centralized group (inside sales) to facilitate contact with dealers in remote areas. The final total number of personnel will depend upon our jointly agreed store coverage and visit frequency model. We’d expect Chrysler sales coverage to be roughly [***] dealers per sales manager, depending upon the depth of the relationship.

Technology Needs

Because Chrysler Credit will leverage the existing SCUSA technology support around the sales function, we will have functional implementation at launch.

Please note that portions of the infrastructure have already been rebranded in anticipation for launch.

Implementation timeframe:

We expect the minimum personnel additions for Chrysler Credit to be in place at launch. [***]

[***]

Credit

Chrysler Credit will leverage the existing SCUSA technology and infrastructure to support retail credit. We expect the majority of the implementation timeline to result from adding underwriters to support this channel. Because we will highly leverage technology, Chrysler Credit will enjoy industry-leading efficiencies.

Implementation timeframe:

We expect to reallocate between [***] underwriters at launch and begin working with HR to increase the size of a dedicated team, depending upon the final agreed-upon service level. Ultimately, we expect the total credit team to include [***] underwriters at fully scaled volume.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Funding

Chrysler Credit will leverage the existing SCUSA technology and infrastructure to support retail funding. We expect the majority of the implementation timeline to result from adding funders to support this program.

Implementation timeframe:

We expect to reallocate [***] total funding staff members to manage this business at rollout and will work with HR to scale to agreed service levels.

Servicing

Because of the systemic flexibilities at Chrysler Credit, we do not anticipate the need to modify in a significant way our business infrastructure and personnel.

However, other customer touch points will need to be built around the Chrysler Credit brand including such items as: billing, web branding, etc. We expect the full private label experience to be implemented within [***] months of launch.

[***]

Lease Originations

Immediate Solution

We have been in discussions with [***] to be the outsourced lease provider for Chrysler Credit. [***]

Once we have been selected by Chrysler, but prior to executing an LOI, we will begin the process to have the following key elements either completed or materially completed within [***] days:

[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

[***]

• Non-conforming lease assets will be originated through this platform and owned by Chrysler Credit. We believe this is a significant opportunity and differentiates this platform from other bank competitors.

Long Term Solution

Once the immediate program is fully in-place, we expect to move to an end-to-end private label lease program with [***] This program will include:

[***]

In addition, Chrysler Credit will enhance the SCUSA servicing and origination systems to facilitate leasing and begin originating and servicing internally of some portion of the lease business [***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

Chrysler Credit Staffing Summary

	[***]	[***]	[***]
Sales for Retail, Lease, Commercial and Floorplan
Management	[***]	[***]	[***]
Representatives	[***]	[***]	[***]
Dealer Training	[***]	[***]	[***]
Marketing
Staff	[***]	[***]	[***]
Floorplan
Management	[***]	[***]	[***]
Dealer Credit	[***]	[***]	[***]
Dealer Support	[***]	[***]	[***]
Retail and Lease
Credit	[***]	[***]	[***]
Funding	[***]	[***]	[***]
Commercial Fleet
Staff	[***]	[***]	[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

EXHIBIT C

	WHOLESALE FLOORPLAN
Purpose:	[***]
Inventory Security:	[***]
Additional Security:	[***]
Credit Lines:	[***]
Advance:	[***]
Release Privilege:	[***]
Application Fee:	[***]
Set-Up Fee:	[***]
Monthly Curtailment:	[***]
Floorplan Insurance:	[***]
Fleet:	[***]
Other Terms:	[***]

*** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request.

EXHIBIT D

CORPORATE IDENTITY GUIDELINES

[###]

### Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [###] indicates that 11 pages have been omitted and are the subject of a confidential treatment request.

EXHIBIT E

SERVICE LEVEL STANDARDS

[@@@]

@@@ Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [@@@] indicates that two pages have been omitted and are the subject of a confidential treatment request.

EXHIBIT F

CHRYSLER PRIVACY, SECURITY AND CONFIDENTIALITY POLICY

[&&&]

&&& Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [&&&] indicates that five pages have been omitted and are the subject of a confidential treatment request.

EX-10.11

Exhibit 10.11

SANTANDER CONSUMER USA INC.

OMNIBUS INCENTIVE PLAN

(Effective as of December 28, 2013)

1. Purpose

The purpose of the Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide a means whereby officers, employees, directors and/or consultants of the Company and its Affiliates can acquire and maintain Common Stock ownership, or be paid incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and promoting an identity of interest between stockholders and these persons.

So that the appropriate incentive can be provided, the Plan provides for granting Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Awards and Stock Bonus Awards, or any combination of the foregoing.

2. Definitions

For purposes of this Plan, the following terms are defined as set forth below:

(a) “162(m) Effective Date” means the first date on which Awards granted under the Plan do not qualify for an exemption from the deduction limitations of Section 162(m) of the Code on account of an exemption, or a transition or grandfather rule.

(b) “Affiliate” means, with respect to any specified entity, any other entity that directly or indirectly is controlled by, controls, or is under common control with such specified entity.

(c) “Applicable Exchange” means the New York Stock Exchange or such other nationally recognized securities exchange as may at the applicable time be the principal market for the Common Stock.

(d) “Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Stock Award or Stock Bonus Award granted pursuant to the terms of this Plan.

(e) “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award.

(f) “Beneficial Ownership” shall have the meaning given in Rule 13d-3 promulgated under the Exchange Act.

(g) “Board” means the Board of Directors of the Company.

(h) “Cause” has the meaning set forth in any employment agreement of Participant with the Company that is in effect as of the date of Participant’s Termination of Service, to the extent such term is defined therein, and if no such employment agreement exists at the time of Participant’s Termination of Service, “Cause” means, unless otherwise provided in an Award Agreement, (i) the Participant’s breach of any written agreement entered into with the Company or any of its affiliates, in any material respect; (ii) the Participant’s gross negligence or willful, material malfeasance, misconduct or insubordination in connection with the performance of his or her duties; (iii) the Participant’s willful refusal or recurring failure to carry out written directives or instructions of the Board that are consistent with the scope and nature of Participant’s duties and responsibilities; (iv) the Participant’s willful repeated failure to adhere in any material respect to any material written Company policy or code of conduct; (e) the Participant’s willful misappropriation of a material business opportunity of the Company, including attempting to secure or securing, any personal profit in connection with any transaction entered into on behalf of the Company; (v) the Participant’s willful misappropriation of any of the Company’s funds or material property; (vi) the Participant’s conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony or the equivalent thereof, any other crime involving fraud or theft or any other crime with respect to which imprisonment is a possible punishment or the indictment (or its procedural equivalent) for a felony involving fraud or theft; or (vii) prior to a Change in Control, such other events as shall be determined by the Committee.

(i) “Change in Control” shall, unless in the case of a particular Award where the applicable Award Agreement states otherwise or contains a different definition of “Change in Control,” for the purpose of this Plan and the Award Agreements hereunder, be the first to occur following the Effective Date of:

(i) the acquisition by any individual, entity or Group (a “Person”) of Beneficial Ownership of 30% or more (on a fully diluted basis) of either (A) the then-outstanding Shares of common stock of the Company (the “Outstanding Company Common Stock”), or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate, (II) any acquisition directly from the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate or (IV) any acquisition by any Person that complies with clauses (A), (B) and (C) of subsection (iv) of this Section 2(i);

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(ii) individuals who, on the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided, however, that any person becoming a director subsequent to the date hereof, whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Directors shall be considered as though such individual was a member of the Incumbent Directors; provided, however, that, for this purpose, no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(iii) approval by the stockholders of the Company of a complete dissolution or liquidation of the Company; or

(iv) the consummation of a merger, consolidation, statutory share exchange or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a “Business Combination”), in each case, unless immediately following such Business Combination: (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination and (C) at least two-thirds of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) following the consummation of the Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.

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For the avoidance of doubt, in no event shall (y) the Company’s (or a successor’s) public offering of Common Stock pursuant to a registration statement declared effective under the Securities Act, or (z) any transactions in connection with the Company’s (or its successor’s) public offering of Common Stock pursuant to a registration statement declared effective under the Securities Act, including, but not limited to, any reorganization transaction or similar corporate transaction whereby the Company merges with and into an Affiliate, in the case of each of clause (i), (ii), (iii) or (iv), constitute or be deemed to constitute a Change in Control, nor shall it be taken into account in determining whether a Change in Control occurred for purposes of this Plan or any Award Agreement.

(j) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference in the Plan to any specific section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations and guidance under such section.

(k) “Committee” means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board. On and after the time that the Company becomes subject to the Exchange Act, unless the Board is acting as the Committee or the Board specifically determines otherwise, each member of the Committee shall, at the time the Committee takes any action with respect to an Award under the Plan, be an Eligible Director; provided that the mere fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee which Award is otherwise validly granted under the Plan.

(l) “Common Stock” means the common stock, par value $0.01 per share, of the Company, and any stock into which such common stock may be converted or into which it may be exchanged.

(m) “Company” means Santander Consumer USA Inc., or its successor.

(n) “Date of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Award Agreement.

(o) “Disability” has the meaning set forth in any employment agreement of Participant with the Company that is in effect as of the date of Participant’s Termination of Service, to the extent such term is defined therein, and if no such employment agreement exists at the time of Participant’s Termination of Service, “Disability” means, unless otherwise provided in an Award Agreement, and shall be deemed to have occurred if the Participant has been determined under the Company’s long-term disability plan as in effect from time to time to be eligible for long-term disability benefits. In the absence of the Participant’s participation in such a plan, “Disability” means that, in the Board’s sole judgment, the Participant is unable to perform any of the material duties of

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his or her regular position because of an illness or injury for (i) 80% or more of the normal working days during six consecutive calendar months or (ii) 50% or more of the normal working days during twelve consecutive calendar months.

(p) “Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spin-off or sale by the Company, of the stock of the Subsidiary or Affiliate or a sale of a division of the Company and its Affiliates).

(q) “Effective Date” means December 28, 2013.

(r) “Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, or a person meeting any similar requirement under any successor rule or regulation, and (ii) an “outside director” within the meaning of Section 162(m) of the Code, and the Treasury Regulations promulgated thereunder; provided, however, that clause (ii) shall apply only on and after the 162(m) Effective Date and only with respect to grants of Awards with respect to which the Company’s tax deduction could be limited by Section 162(m) of the Code if such clause did not apply.

(s) “Eligible Person” means any director, officer, employee or consultant of the Company or any of its Subsidiaries or Affiliates, or any prospective director, officer, employee or consultant who has accepted an offer of service, employment or consultancy from the Company or its Subsidiaries or Affiliates.

(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(u) “Fair Market Value” means, except as otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange on the date of measurement or, if Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares were traded on the Applicable Exchange, as reported by such source as the Committee may select. If there is no regular public trading market for such Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies Sections 409A and Sections 422(c)(1) of the Code.

(v) “Group” shall have the meaning given in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

(w) “Incentive Stock Option” means an Option granted to a Participant under the Plan that is designated in the applicable Award Agreement as an incentive stock option as described in Section 422 of the Code and that in fact so qualifies.

(x) “Nonqualified Stock Option” means an Option granted to a Participant under the Plan that is not designated as an Incentive Stock Option.

(y) “Option” means an Award granted under Section 7.

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(z) “Option Period” means the period described in Section 7(c).

(aa) “Option Price” means the exercise price for an Option as described in Section 7(a).

(bb) “Parent” means any parent of the Company, as defined in Section 424(e) of the Code.

(cc) “Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section 6.

(dd) “Performance-Based Restricted Awards” means Awards of Restricted Stock or Restricted Stock Units awarded to a Participant pursuant to Section 9, the grant of which is contingent upon the attainment of specified Performance Goals, or the vesting of which is subject to a risk of forfeiture if the specified Performance Goals are not met within the Performance Period.

(ee) “Performance Goals” means the performance objectives of the Company or an Affiliate during a Performance Period or Restricted Period established for the purpose of determining whether, and to what extent, Awards will be earned for a Performance Period or a Restricted Period. To the extent an Award is intended to qualify as “performance-based compensation” under Section 162(m)(4)(C) of the Code, (i) the Performance Goals shall be established with reference to one or more of the following, either on a Company-wide basis or, as relevant, in respect of one or more Affiliates, Subsidiaries, divisions, departments or operations of the Company: earnings (gross, net, pre-tax, post-tax or per share), net profit after tax, EBITDA, gross profit, cash generation, unit volume, market share, sales, asset quality, earnings per share, operating income, revenues, return on assets, return on operating assets, book value per share, return on equity, profits, total shareholder return (measured in terms of stock price appreciation or dividend growth), cost saving levels, premiums, losses, expenses, marketing spending efficiency, core non-interest income, change in working capital, return on capital, strategic development or stock price, with respect to the Company or any Subsidiary, Affiliate, division or department of the Company and (ii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and related regulations. Such Performance Goals also may be based upon the attaining of specified levels of Company, Subsidiary, Affiliate, divisional, departmental or operations performance under one or more of the measures described above relative to the performance of other entities, divisions or subsidiaries (including an index covering multiple entities).

(ff) “Performance Period” means that period of time determined by the Committee at the time of any grant over which performance is measured for the purpose of determining a Participant’s right to, and the payment value of, any Performance-Based Restricted Award.

(gg) “Person” shall mean an individual or a corporation, association, partnership, limited liability company, joint venture, organization, business, trust, or any other entity or organization, including a government or any subdivision or agency thereof.

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(hh) “Plan” means this Santander Consumer USA Inc. Omnibus Incentive Plan.

(ii) “Restricted Period” means, with respect to any Share of Restricted Stock or any Restricted Stock Unit, the period of time determined by the Committee during which such Award is subject to the restrictions set forth in Section 9.

(jj) “Restricted Stock” means Shares issued or transferred to a Participant subject to forfeiture and the other restrictions set forth in Section 9.

(kk) “Restricted Stock Award” means an Award of Restricted Stock granted under Section 9.

(ll) “Restricted Stock Unit” means a hypothetical investment equivalent to one Share granted in connection with an Award made under Section 9.

(mm) “Securities Act” means the Securities Act of 1933, as amended.

(nn) “Share” means a share of Common Stock.

(oo) “Stock” means the Common Stock or such other authorized shares of stock of the Company as the Committee may from time to time authorize for use under the Plan.

(pp) “Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.

(qq) “Stock Award” means an Award of the right to purchase Stock under Section 11 of the Plan.

(rr) “Stock Bonus” means an Award granted under Section 10 of the Plan.

(ss) “Stock Option Agreement” means the Award Agreement between the Company and a Participant who has been granted an Option pursuant to Section 7 that defines the rights and obligations of the parties as required in Section 7(d).

(tt) “Strike Price” means, in respect of an SAR, (i) in the case of a Tandem SAR, the Option Price of the related Option, or (ii) in the case of a Free-Standing SAR, the Fair Market Value on the Date of Grant.

(uu) “Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

(vv) “Termination of Service” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, if a Participant’s

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employment with, or membership on a Board terminates but such Participant continues to provide services to the Company and its Affiliates in a nonemployee director capacity or as an employee, as applicable, such change in status shall not be deemed a Termination of Service. A Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall not be deemed to incur a Termination of Service if, as a result of a Disaffiliation, such Subsidiary, Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant immediately thereafter becomes an employee of (or service provider for), or member of the Board of, the Company or another Subsidiary or Affiliate. Approved temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment. Notwithstanding the foregoing, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, “Termination of Service” shall mean a “separation from service” as defined under Section 409A of the Code.

(ww) “Vested Unit” shall have the meaning ascribed thereto in Section 9(d)(ii).

3. Effective Date, Duration and Stockholder Approval

The Plan is effective as of the Effective Date. The validity and exercisability of any and all Awards granted pursuant to the Plan on and after the 162(m) Effective Date is contingent upon approval of the Plan by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 162(m) of the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(i) of the Code; provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.

The expiration date of the Plan, on and after which no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date (the “Expiration Date”); provided, however, that the administration of the Plan shall continue in effect until all matters relating to Awards previously granted have been settled. Awards outstanding as of the Expiration Date shall not be affected or impaired by the termination of the Plan.

4. Administration

(a) The Plan shall be administered by the Board directly, or if the Board elects, by the Committee, which committee shall be composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. All references in this Plan to the “Committee” refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing.

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Subject to the terms and conditions of the Plan, the Committee shall have absolute authority:

(i) To select the Eligible Person to whom Awards may from time to time be granted;

(ii) To determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Awards and Stock Bonus Awards or any combination thereof are to be granted hereunder;

(iii) To determine the number of Shares to be covered by each Award granted hereunder;

(iv) To approve the form of any Award Agreement and determine the terms and conditions of any Award granted hereunder, including, but not limited to, the exercise price, any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company or any Subsidiary or Affiliate) and any vesting acceleration or forfeiture waiver regarding any Award and the Shares relating thereto, based on such factors as the Committee shall determine;

(v) To modify, amend or adjust the terms and conditions of any Award at any time or from time to time, including, but not limited to, Performance Goals; provided, however, that the Committee may not adjust upwards the amount payable with respect to any award intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code;

(vi) To determine to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award shall be deferred;

(vii) To determine under what circumstances an Award may be settled in cash, Shares, other property or a combination of the foregoing;

(viii) To determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant;

(ix) To adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall from time to time deem advisable;

(x) To establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable;

(xi) To interpret the terms and provisions of this Plan and any Award issued under this Plan (and any Award Agreement relating thereto);

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(xii) To decide all other matters that must be determined in connection with an Award; and

(xiii) To otherwise administer this Plan.

(f) Procedures.

(i) The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange, allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

(ii) Any authority granted to the Committee may be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

(g) Any determination made by the Committee or pursuant to delegated authority under the provisions of this Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of this Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of this Plan shall be final, binding and conclusive on all persons, including the Company, Participants and Person. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award hereunder. Notwithstanding the foregoing or the terms of any Award Agreement, following a Change in Control, any determination by the Committee or its delegate as to whether “Cause” or “good reason” (or any terms of similar meaning applicable to an Award) exists shall be subject to de novo review.

(h) The Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended.

(i) The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. Award Agreements may be amended only in accordance with Section 16(b) hereof or as otherwise permitted by the Award Agreement.

5. Grant of Awards; Shares Subject to the Plan

The Committee may, from time to time, grant Awards under the Plan to one or more Eligible Persons; provided, however, that:

(a) Subject to Section 13, the aggregate number of Shares in respect of which Awards may be granted under the Plan is 1,947,362 Shares. The maximum number of Shares that may be granted pursuant to Options intended to be Incentive Stock Options shall be 1,947,362 Shares;

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(b) To the extent that any Award is forfeited, or any Option and the related Tandem SAR (if any) or Free-Standing SAR terminates, expires or lapses without being exercised, or any Award is settled for cash, the Shares subject to such Award not delivered as a result thereof shall again be available for Awards under the Plan;

(c) If the Option Price of any Option and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares to the Company (by either actual delivery or by attestation), only the number of Shares issued net of the Shares delivered or attested to shall be deemed delivered for purposes of determining the maximum numbers of Shares available for grant under the Plan. To the extent any Shares subject to an Award are not delivered because such Shares are withheld to satisfy the Option Price (in the case of an Option) and/or the tax withholding obligations relating to such Award, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of Shares available for grant under the Plan;

(d) Stock delivered by the Company in settlement of Awards may be authorized and unissued Stock, Stock held in the treasury of the Company, Stock purchased on the open market or by private purchase or a combination of the foregoing;

(e) On and after the 162(m) Effective Date, no person may be granted Options or SARs under the Plan during any calendar year with respect to more than 300,000 Shares; provided that such number shall be adjusted pursuant to Section 13, and Shares otherwise counted against such number, only in a manner that will not cause the Awards granted under the Plan to fail to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code; and

(f) On and after the 162(m) Effective Date, no Eligible Person may be granted Performance-Based Restricted Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, under the Plan during any calendar year with respect to more than 300,000 Shares; provided that such number shall be adjusted pursuant to Section 13, and Shares otherwise counted against such number, only in a manner that will not cause such Performance-Based Restricted Awards, Restricted Stock or Restricted Stock Units granted under the Plan to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.

6. Eligibility

Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.

7. Options

The Committee is authorized to grant one or more Incentive Stock Options or Nonqualified Stock Options to any Eligible Person; provided, however, that no Incentive Stock Option shall be granted to any Eligible Person who is not an employee of the

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Company or a Parent or Subsidiary (within the meaning of Section 424(f) of the Code). Each Option so granted shall be subject to the following conditions, or to such other conditions as may be reflected in the applicable Stock Option Agreement.

(a) Option Price. The Option Price per Share for each Option shall be set by the Committee at the time of grant but shall not be less than the Fair Market Value of a Share at the Date of Grant. In no event may any Option granted under this Plan be amended, other than pursuant to Section 13, to decrease the Option Price thereof, be cancelled in exchange for cash or other Awards or in conjunction with the grant of any new Option with a lower Option Price, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards or for accounting purposes, as a “repricing” of such Option, unless such amendment, cancellation, or action is approved by the Company’s stockholders.

(b) Manner of Exercise and Form of Payment. No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the Option Price therefor is received by the Company. Options that have become exercisable shall be exercised by delivery of written notice of exercise to the Company accompanied by payment of the Option Price. The Option Price shall be payable in cash and/or Shares valued at the Fair Market Value at the time the Option is exercised (including by means of attestation of ownership of a sufficient number of Shares in lieu of actual delivery of such Shares to the Company); provided that such Shares are not subject to any pledge or other security interest, and have such other characteristics as may be determined in the sole discretion of the Committee. In addition, the Option Price may be payable by such other method as the Committee may allow, including by way of a “net exercise” pursuant to which a Participant, without tendering the Option Price, is paid Shares representing the excess of (i) the Fair Market Value on the date of exercise of the Shares as to which the Option is being exercised over (ii) the aggregate Option Price.

(c) Vesting, Option Period and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may in its sole discretion accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of any such Option other than with respect to exercisability. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires.

(d) Stock Option Agreement — Other Terms and Conditions. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement. Except as specifically provided otherwise in such Stock Option Agreement, each Option granted under the Plan shall be subject to the following terms and conditions:

(i) Each Option or portion thereof that is exercisable shall be exercisable for the full amount or for any part thereof.

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(ii) The Option Price for each Option exercised shall be paid for in full at the time of the exercise. Each Option shall cease to be exercisable, as to any Share, when the Participant purchases the Share or exercises a related SAR or when the Option expires.

(iii) Subject to Section 12(l), Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by him.

(iv) Each Option shall vest and become exercisable by the Participant in accordance with the vesting schedule established by the Committee and set forth in the Stock Option Agreement.

(v) At the time of any exercise of an Option, the Committee may, in its sole discretion, require a Participant to deliver to the Committee a written representation that the Shares to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof and any other representation deemed necessary by the Committee to ensure compliance with all applicable federal and state securities laws. Upon such a request by the Committee, delivery of such representation(s) prior to the delivery of any Shares issued upon exercise of an Option shall be a condition precedent to the right of the Participant or such other person to purchase any Shares. In the event certificates for Stock are delivered under the Plan with respect to which such investment representation has been obtained, the Committee may cause a legend or legends to be placed on such certificates to make appropriate reference to such representation and to restrict transfer in the absence of compliance with applicable federal or state securities laws.

(vi) Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date the Participant acquired the Stock by exercising the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence subject to complying with any instructions from such Participant as to the sale of such Stock.

(e) Incentive Stock Option Grants to 10% Shareholders. Notwithstanding anything to the contrary in this Section 7, if an Incentive Stock Option is granted to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company or of a Parent or Subsidiary, the Option Period shall not exceed five years from the Date of Grant of such Option and the Option Price shall be at least 110 percent of the Fair Market Value (on the Date of Grant) of the Stock subject to the Option.

(f) $100,000 Per Year Limitation for Incentive Stock Options. To the extent the aggregate Fair Market Value (determined as of the Date of Grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant

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during any calendar year (under all plans of the Company) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

8. Stock Appreciation Rights

Any Option granted under the Plan may include SARs, either at the Date of Grant or, except in the case of an Incentive Stock Option, by subsequent amendment (SARS that are granted in conjunction with an Option are referred to in this Plan as “Tandem SARs”). The Committee also may award SARs to Eligible Persons independent of any Option (SARS that are granted independent of any Option are referred to in this Plan as “Free-Standing SARs”). An SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose as set forth in an Award Agreement, including, but not limited to, the following:

(a) Vesting, Transferability and Expiration. Tandem SARs shall become exercisable, be transferable and shall expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding Option. Free-Standing SARs shall become exercisable, be transferable and shall expire in accordance with a vesting schedule, transferability rules and expiration provisions as established by the Committee and reflected in an Award Agreement.

(b) Payment. Upon the exercise of an SAR, the Company shall pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the Strike Price. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee. Fractional Shares shall be settled in cash.

(c) Method of Exercise. A Participant may exercise an SAR at such time or times as may be determined by the Committee at the time of grant by filing an irrevocable written notice with the Company, specifying the number of SARs to be exercised and the date on which such SARs were awarded.

(d) Expiration. Except as otherwise provided in the case of Tandem SARs, a SAR shall expire on a date designated by the Committee that is not later than ten years after the Date of Grant of the SAR.

9. Restricted Stock Awards and Restricted Stock Units

(a) Award of Restricted Stock and Restricted Stock Units.

(i) The Committee shall have the authority (A) to grant Restricted Stock and Restricted Stock Units to Eligible Persons, (B) to issue or transfer Restricted Stock to Participants and (C) to establish terms, conditions and restrictions applicable to such Restricted Stock and Restricted Stock Units, including (i) the Restricted Period, (ii) the time or times at which Restricted Stock or Restricted Stock Units shall be granted or become vested, including upon the attainment of performance conditions (whether or not such conditions are Performance Goals) or upon both the attainment of performance conditions (whether or not such conditions are

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Performance Goals) and the continued service of the applicable Participant and (iii) the number of Shares to be covered by or subject to each such Award.

(ii) Subject to the restrictions set forth in Section 9(b) and any restrictions provided in an Award Agreement, the Participant generally shall have the rights and privileges of a stockholder as to Restricted Stock, including the right to vote such Restricted Stock. The Award Agreement for Restricted Stock shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of cash and/or Stock dividends on the class or series of Stock that is subject to the Restricted Stock, including whether any such dividends will be held subject to the vesting of the underlying Restricted Stock or held subject to meeting Performance Goals, subject to Section 12(e) below in the case of dividends settled in Stock.

(iii) Awards of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of Restricted Stock shall be registered in the name of the applicable Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

Transfer of this certificate and the Shares represented hereby is restricted pursuant to the terms of the Santander Consumer USA Inc. Omnibus Incentive Plan and a Restricted Stock Award Agreement, dated as of                     , between Santander Consumer USA Inc. and                     . A copy of such Restricted Stock Award Agreement is on file at the offices of Santander Consumer USA Inc.

The Committee may require that the certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

(iv) No Shares shall be issued at the time a Restricted Stock Unit is granted and the Company will not be required to set aside a fund for the payment of any such Award. The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of cash, Stock or other property corresponding to the dividends payable on the Stock, including whether any such dividends will be held subject to the vesting of the underlying Restricted Stock Units or held subject to meeting Performance Goals, subject to Section 12(e) below in the case of dividends settled in Stock.

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(b) Restrictions.

(i) Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) the Shares shall be subject to the restrictions on transferability set forth in the Award Agreement and (B) the Shares shall be subject to forfeiture to the extent provided in the applicable Award Agreement, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award Agreement and, to the extent such Shares are forfeited, the stock certificates shall be returned to the Company and all rights of the Participant to such Shares and as a stockholder shall terminate without further obligation on the part of the Company.

(ii) Restricted Stock Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction of any applicable Performance Goals during such period, to the extent provided in the applicable Award Agreement, and to the extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable Award Agreement.

(iii) The Committee shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date that the Restricted Stock or Restricted Stock Units are granted, such action is appropriate.

(c) Restricted Period. The Restricted Period of Restricted Stock and Restricted Stock Units shall commence on the Date of Grant and shall expire from time to time as to that part of the Restricted Stock and Restricted Stock Units indicated in a schedule established by the Committee in the applicable Award Agreement.

(d) Delivery of Restricted Stock and Settlement of Restricted Stock Units.

(i) Restricted Stock. Upon the expiration of the Restricted Period with respect to any Shares of Restricted Stock and/or the satisfaction of any applicable Performance Goals without prior forfeiture, the restrictions set forth in Section 9(b) and the applicable Award Agreement shall be of no further force or effect with respect to such Shares, except as set forth in the applicable Award Agreement and unlengended certificates (to the extent certificates are delivered) for such Shares shall be delivered to the Participant upon surrender of the legended certificates, if any.

(ii) Restricted Stock Units. Upon the expiration of the Restricted Period and/or the satisfaction of any applicable Performance Goals without prior forfeiture with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one Share for each such outstanding Restricted Stock Unit (“Vested Unit”); provided, however, that, if explicitly provided in the applicable Award Agreement, the Committee may, in its sole discretion, elect to

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(A) pay cash or part cash and part Stock in lieu of delivering only Shares for Vested Units or (B) delay the delivery of Stock (or cash or part Stock and part cash, as the case may be) beyond the expiration of the Restricted Period. If a cash payment is made in lieu of delivering Shares, the amount of such payment shall be equal to the Fair Market Value of the Stock as of the date on which the Restricted Period lapsed with respect to such Vested Unit.

(e) Applicability of Section 162(m). With respect to Performance-Based Restricted Awards that are granted on and after the 162(m) Effective Date and are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, this Section 9 (including the substance of the Performance Goals, the timing of establishment of the Performance Goals, the adjustment of the Performance Goals and determination of the Award) shall be implemented by the Committee in a manner designed to qualify such Awards as “performance-based compensation” under Section 162(m) of the Code.

10. Stock Bonus Awards

The Committee may issue unrestricted Stock, or other Awards denominated in Stock, whether paid in cash or Shares (valued at Fair Market Value as of the date of payment), under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine. Stock Bonus Awards under the Plan shall be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions. With respect to Stock Bonus Awards made on and after the 162(m) Effective Date and intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall establish and administer Performance Goals in the manner described in Section 9 as an additional condition to the vesting and/or payment of such Stock Bonus Awards. The Stock Bonus Award for any Performance Period to any Participant may be reduced or eliminated by the Committee in its discretion.

11. Stock Awards

(a) General. Stock Awards may be granted under the Plan at any time and from time to time on or prior to the Expiration Date. Each Stock Award shall be evidenced by an Award Agreement that shall be executed by the Company and the Participant. The Award Agreement shall specify the terms and conditions of the Stock Award, including, without limitation, the number of Shares covered by the Stock Award, the purchase price for such Shares and the deadline for the purchase of such Shares.

(b) Purchase Price; Payment. The price (the “Purchase Price”) at which each Share covered by the Stock Award may be purchased upon exercise of a Stock Award shall be determined by the Committee and set forth in the applicable Award Agreement. The Company will not be obligated to issue certificates evidencing Stock purchased under this Section 11 unless and until it receives full payment of the aggregate Purchase Price therefor and all other conditions to the purchase, as determined by the Committee, have been satisfied. The Purchase Price of any Shares subject to a Stock Award must be paid in full at the time of the purchase.

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12. General

(a) Additional Provisions of an Award. Awards to a Participant under the Plan also may be subject to such other provisions (whether or not applicable to Awards granted to any other Participant) as the Committee determines appropriate including, without limitation, (i) provisions for the forfeiture of or restrictions on resale or other disposition of Shares acquired under any Award, (ii) provisions giving the Company the right to repurchase Shares acquired under any Award in the event the Participant elects to dispose of such shares, (iii) provisions allowing the Participant to elect to defer the receipt of payment in respect of Awards for a specified period or until a specified event, provided such provisions comply with Section 409A of the Code and (iv) provisions to comply with federal and state securities laws and federal and state tax withholding requirements. Any such provisions shall be reflected in the applicable Award Agreement.

(b) Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of ownership in respect of Shares that are subject to Awards hereunder until such Shares have been issued to that person.

(c) Conditions for Issuance. The obligation of the Company to settle Awards in Stock or otherwise shall be subject to all applicable laws, rules and regulations and to such approvals by governmental agencies as may be required. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for Stock under the Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Stock on the Applicable Exchange; (ii) any registration or other qualification of such Stock of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. The Company shall be under no obligation to register for sale under the Securities Act any of the Shares to be offered or sold under the Plan. If the Shares offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such Shares in such manner as it deems advisable to ensure the availability of any such exemption.

(d) Tax Withholding.

No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under this Plan, such Participant

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shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company or any Affiliate shall have the right and is hereby authorized to withhold from any Shares or other property deliverable under any Award (but no more than the minimum required withholding liability) or from any compensation or other amounts owing to a Participant the amount (in cash, Stock or other property) of any required income tax withholding and payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding and taxes. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.

Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (A) delivery of Shares owned by the Participant, provided that such Shares are not subject to any pledge or other security interest and have such other characteristics as may be determined in the sole discretion of the Committee) with a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of Shares otherwise issuable pursuant to the exercise or settlement of the Award, a number of Shares with a Fair Market Value equal to such withholding liability.

(e) Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Stock with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 5 for such reinvestment or payment (taking into account then-outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 12(e).

(f) Claim to Awards and Employment Rights. No employee of the Company, Subsidiary or Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or an Affiliate, constitute a contract of employment or limit the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.

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(g) Designation and Change of Beneficiary. Each Participant may file with the Company a written designation of one or more persons as the beneficiary who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Company. The last such designation received by the Company shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Company prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be determined by the laws of descent and distribution.

(h) Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her guardian or legal representative or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(i) No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

(j) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law thereof or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

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(k) Funding. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law. Notwithstanding any other provision of this Plan to the contrary, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, no trust shall be funded with respect to any such Award if such funding would result in taxable income to the Participant by reason of Section 409A(b) of the Code and in no event shall any such trust assets at any time be located or transferred outside of the United States, within the meaning of Section 409A(b) of the Code.

(l) Nontransferability.

(i) Each Award shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company, Subsidiary or Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards other than Incentive Stock Options to be transferred by a Participant without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to:

(A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively, the “Immediate Family Members”);

(B) a trust solely for the benefit of the Participant and his or her Immediate Family Members;

(C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or

(D) any other transferee as may be approved either (1) by the Board or the Committee in its sole discretion or (2) as provided in the applicable Award Agreement;

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(each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of this Plan and any applicable Award Agreement.

The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in this Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the Shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company, or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.

(m) Section 409A of the Code. It is the intention of the Company that no Award shall be “deferred compensation” subject to Section 409A of the Code, unless and to the extent that the Committee specifically determines otherwise as provided in this Section 12(m), and the Plan and the terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or Shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement and shall comply in all respects with Section 409A of the Code. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code that has been granted to a Participant who is a “specified employee” (within the meaning of Section 409A) on the date of the Participant’s Termination of Service, any payments (whether in cash, Shares or other property) to be made with respect to such Award upon the Participant’s Termination of Service shall be delayed until the earlier of (i) the first day of the seventh month following the Participant’s Termination of Service and (ii) the Participant’s death.

(n) Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company or any Subsidiary except as otherwise specifically provided in such other plan.

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(o) Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.

(p) Subsidiary Employee. In the case of a grant of an Award to any employee of a Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or canceled shall revert to the Company.

(q) Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible Persons who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures or subplans as may be necessary or advisable to comply with such legal or regulatory.

(r) Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.

(s) Pronouns. Masculine or neuter pronouns and other words of masculine gender shall refer to both men and women.

(t) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

(u) Severability. If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

13. Changes in Capital Structure

(a) In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Company’s direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate

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Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (ii) the various maximum limitations set forth in Section 5 upon certain types of Awards and upon the grants to individuals of certain types of Awards, (iii) the number and kind of Shares or other securities subject to outstanding Awards; and (iv) the Option Price, Strike Price, Purchase Price (or term of similar meaning) of outstanding Awards.

(b) In the event of a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Stock Change”), the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (ii) the various maximum limitations set forth in Section 5 upon certain types of Awards and upon the grants to individuals of certain types of Awards, (iii) the number and kind of Shares or other securities subject to outstanding Awards and (iv) the Option Price, Strike Price, Purchase Price (or term of similar meaning) of outstanding Awards.

(c) In the case of Corporate Transactions, such adjustments may include, without limitation, (i) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which stockholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid); (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (iii) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities).

(d) The Committee may adjust the Performance Goals applicable to any Awards to reflect any Stock Change and any Corporate Transaction and any unusual or nonrecurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or the Company’s other SEC filings; provided that with respect to Awards granted on and after the 162(m) Effective Date that are intended to qualify as “performance-based

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compensation” under Section 162(m) of the Code, such adjustments or substitutions shall be made only to the extent that the Committee determines that such adjustments or substitutions may be made without causing the Company to be denied a tax deduction on account of Section 162(m) of the Code. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

(e) Notwithstanding the foregoing: (i) any adjustments made pursuant to this Section 13 to Awards that are considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; and (ii) any adjustments made pursuant to this Section 13 to Awards that are not considered “nonqualified deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that, after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code.

(f) Any adjustment under this Section 13 need not be the same for all Participants.

14. Effect of Change in Control

(a) Impact of Event/Single Trigger. Unless otherwise provided in the applicable Award Agreement and subject to Sections 12(m) and 13, notwithstanding any other provision of the Plan to the contrary, immediately upon the occurrence of a Change in Control:

(i) any Options and Stock Appreciation Rights outstanding that are not then exercisable and vested shall become fully exercisable and vested;

(ii) the restrictions, including the Restricted Period, which may differ with respect to each grantee, and deferral limitations applicable to any Restricted Stock shall lapse and such Restricted Stock shall become free of all restrictions and become fully vested and transferable;

(iii) all Awards (other than Options, Stock Appreciation Rights and Restricted Stock) shall be considered to be earned and payable in full, and any restrictions shall lapse and any Restricted Stock Units shall be settled as promptly as is practicable in the form set forth in the applicable Award Agreement; provided, however, that with respect to any such Award that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, the settlement of each such Award pursuant to this Section 14(a)(iii) shall not occur until the earliest of (A) the Change in Control if such Change in Control constitutes a “change in the ownership of the corporation,” a “change in effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Section 409A(a)(2)(A)(v) of the Code (each, a “409A Change in Control”) and (B) the date such Award would otherwise be settled pursuant to the terms of the Award Agreement;

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(iv) with respect to Performance-Based Restricted Awards, the Committee shall (A) determine the extent to which Performance Goals with respect to each Performance Period have been met based upon such audited or unaudited financial information or other inputs deemed relevant or appropriate in the discretion of the Committee then available as it deems relevant and (B) cause to be paid to each Participant in accordance with paragraphs (i) through (iii) of this Section 14(a) partial or full Awards based upon the Committee’s determination of the degree of attainment of Performance Goals; provided, however, that with respect to any Performance-Based Restricted Award that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, the payment of each such Award pursuant to this Section 14(a)(iv) shall not occur until the earliest of (1) the Change in Control if such Change in Control constitutes a 409A Change in Control and (2) the date such Award would otherwise be settled pursuant to the terms of the Award Agreement;

(v) the Committee may in its discretion, and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash, Stock or other property, or any combination thereof, the value of such Awards based upon the price per Share received or to be received by other stockholders of the Company in the event; provided, however, that with respect to any Award that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, payment shall only be made to the extent such payment is permitted under Section 409A of the Code, including as a result of the application of Regulation 1.409A-3(j)(4)(ix)(B); and

(vi) the Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s purposes.

(b) The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

15. Amendments and Termination

(a) Amendment and Termination of the Plan. The Board or the Committee may amend, alter, or discontinue this Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, including without limitation Section 409A of the Code, Applicable Exchange listing standards or accounting rules. In addition, no amendment to the Plan shall be made without the approval of the Company’s stockholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange. The Plan will terminate on the tenth anniversary of the Effective Date, but Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan.

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(b) Amendment of Award Agreements. Subject to Section 7(a), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall without the Participant’s consent materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause this Plan or Award to comply with applicable law, Applicable Exchange listing standards or accounting rules.

*        *        *

As adopted by the Board of Directors of Santander Consumer USA Inc. as of December 28, 2013 and approved by stockholders of Santander Consumer USA Inc. on December 28, 2013.

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EX-10.12

Exhibit 10.12

SANTANDER CONSUMER USA INC.

OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

(FOR MANAGEMENT)

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of December 31, 2013 (the “Date of Grant”), is made by and between Santander Consumer USA Inc., an Illinois corporation (the “Company”), and                                  (“Participant”).

WHEREAS, the Company has adopted the Santander Consumer USA Inc. Omnibus Incentive Plan (the “Plan”); and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant Participant a number of shares of the Company’s Common Stock (the “Shares”) on the terms and subject to the conditions set forth in this Agreement and the Plan.

NOW THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1. Grant of Restricted Stock Award.

(a) Grant. The Company hereby grants to Participant an award of Restricted Stock with respect to an aggregate of              restricted Shares (the “Restricted Stock”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

(b) Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. Participant is a party to the Management Shareholders Agreement dated as of December 31, 2011 (as amended from time to time) (the “Shareholders Agreement”), and hereby acknowledges and agrees that the Restricted Stock (and after vesting the Shares) shall be subject to the terms of the Management Shareholders Agreement; provided that, except with respect to the restrictive covenants contained in Section 5 of the Shareholders Agreement which will remain in effect as applied to Participant, the provisions of the Shareholders Agreement shall cease to apply to the Restricted Stock (and, after vesting, Shares) from and after the consummation of the proposed initial public offering of the common stock, par value $0.01 per share of Santander Consumer USA Holdings Inc. (“Holdings”), pursuant to a Registration Statement on Form S-1 of Holdings; provided, further, that, in the event of any material breach of the restrictive covenants contained in Section 5 of the Shareholders Agreement, unless otherwise determined by the Committee, in its sole discretion, all outstanding Restricted Stock held by the Participant shall be immediately forfeited; provided, further, that, solely in the case of the Participant’s first material breach of the

applicable restrictive covenants, in order for the Committee to provide for forfeiture of such Restricted Stock, the Company must first provide the Participant with written notice of the violation and a period of 10 days to cure such violation (to the extent that such violation may be cured).

2. Vesting. Except as may otherwise be provided herein, including pursuant to Section 3, the Restricted Stock Award shall become vested and nonforfeitable with respect to 20% of the Restricted Stock on each of the first five anniversaries of the Date of Grant subject to Participant’s continued service on each such date, such that the Restricted Stock shall be fully vested on the fifth anniversary of the Date of Grant.

3. Termination of Service. In the event that Participant incurs a Termination of Service, unvested Restricted Stock shall be forfeited without consideration by Participant. Notwithstanding the foregoing, in the event that Participant incurs a Termination of Service without Cause, or due to Participant’s death or Disability, any unvested Restricted Stock shall accelerate and vest in full as of the date of Termination of Service.

4. Tax Withholding. No later than the date as of which an amount first becomes includible in the gross income of Participant for federal income tax purposes with respect to any Shares of Restricted Stock, Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state and local income and employment taxes that are required by applicable laws and regulations to be withheld with respect to such amount. Participant may direct the Company, to the extent permitted by law, to deduct any such taxes from any payment otherwise due to Participant, including the delivery of the Shares of Restricted Stock that gives rise to the withholding requirement. The Company’s obligation to deliver the Restricted Stock or any certificates evidencing the Restricted Stock (or to make a book entry or other electronic notation indicating ownership of the Shares), or otherwise remove the restrictive notations or legends on such Shares or certificates that refer to nontransferability, is subject to the condition precedent that Participant either pay or provide for the amount of any such withholding obligations in such manner as may be authorized by the Committee or as may otherwise be permitted under Section 12(d) of the Plan.

5. Certificates. Shares of Restricted Stock shall be evidenced through book-entry registration registered in Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to, in the case of any particular Share of the Restricted Stock, the date on which such Share vests. All certificates representing Restricted Stock shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:

Transfer of this certificate and the Shares represented hereby is restricted pursuant to the terms of the Santander Consumer USA Inc. Omnibus Incentive Plan and a Restricted Stock Award Agreement, dated as of December 30, 2013, between Santander Consumer USA Inc. and                                                          . A copy of such Restricted Stock Award Agreement is on file at the offices of Santander Consumer USA Inc.

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As soon as administratively practicable following vesting of the Restricted Stock, the Company shall deliver to Participant or his legal representative, in book-entry or certificate form, the formerly restricted Shares that do not bear any restrictive legend making reference to this Agreement. Such Shares shall be free of restrictions, except for any restrictions required under federal securities laws.

6. Dividend and Voting Rights. After the Grant Date, Participant shall be the record owner of the Restricted Stock unless and until the applicable Shares are forfeited pursuant to Participant’s Termination of Service or sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights, if any, with respect to the Restricted Stock and rights to any cash or in-kind dividends paid with respect to Restricted Stock; provided that, the Restricted Stock shall be subject to the limitations on transfer and encumbrance set forth in this Agreement, the Plan and, to the extent applicable, the Shareholders Agreement.

7. Transferability. The Restricted Stock may not, at any time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company, its Subsidiary or Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. The Restricted Stock shall be subject to the restrictions set forth in the Plan, this Agreement and, to the extent applicable, the Shareholders Agreement. Prior to the Shares becoming listed on an Applicable Exchange, any Shares received by Participant in respect of the Restricted Stock may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant without the prior written approval of the Board, such approval not to be unreasonably withheld.

8. Securities Law Representations. Participant acknowledges that the Restricted Stock is not being registered under the Securities Act, based, in part, on reliance upon an exemption from registration under Rule 701 or Regulation D promulgated under the Securities Act and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. Participant, by executing this Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations:

• Participant is acquiring the Restricted Stock solely for Participant’s own account, for investment purposes only, and not with a view or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the Shares within the meaning of the Securities Act and/or any applicable state securities laws.

• Participant is an “accredited investor,” as that term is defined in Rule 501(a)(4), (5) or (6) of Regulation D promulgated under the Securities Act.

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• Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Restricted Stock. Participant has been furnished with, and/or has access to, such information as Participant considers necessary or appropriate for deciding whether to purchase the Shares underlying the Restricted Stock. However, in evaluating the merits and risks of an investment in the Shares underlying the Restricted Stock, Participant has and will rely only upon the advice of Participant’s own legal counsel, tax advisors and/or investment advisors.

• Participant is aware that any value the Restricted Stock may have depends on vesting and certain other factors, and that any investment in common shares of a closely held corporation such as the Company is non-marketable, nontransferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss.

• Participant understands that the Restricted Stock will be characterized as “restricted securities,” and may be “control securities” under the federal securities laws and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect. Participant acknowledges receiving a copy of Rule 144 promulgated under the Securities Act, as presently in effect, and represents that Participant is familiar with such rule and understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities law.

• Participant has read and understands the restrictions, limitations and the Company’s rights set forth in the Plan, the Shareholders Agreement (to the extent applicable) and this Agreement that will be imposed on the Restricted Stock (including those restrictions and limitations that will continue after the Restricted Stock has vested).

• Participant has not relied upon any oral representation made to Participant relating to the Shares or upon information presented in any promotional meeting or material relating to the Restricted Stock.

• Participant understands and acknowledges that (a) any certificate evidencing the Restricted Stock (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger or other form of reorganization or recapitalization) when issued shall bear any legends that may be required by applicable federal and state securities laws, this Agreement, the Shareholders Agreement (to the extent applicable) or the Plan and (b) the Company has no obligation to register the Shares or file any registration statement under federal or state securities laws. The Committee reserves the right to account for Shares through book entry or other electronic means rather than the issuance of stock certificates.

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9. Adjustment. In the event of any event described in Section 13 of the Plan occurring after the Date of Grant, the adjustment provisions as provided for under Section 13 of the Plan shall apply to the Restricted Stock.

10. Change in Control. In the event of a Change in Control of the Company occurring after the Date of Grant while some or all of the Restricted Stock remains unvested, the provisions set forth in Section 14 of the Plan shall apply to the Restricted Stock.

11. Miscellaneous.

(a) Confidentiality of this Agreement. Participant agrees to keep confidential the terms of this Agreement, unless and until such terms have been disclosed publicly other than through a breach by Participant of this covenant. This provision does not prohibit Participant from providing this information on a confidential and privileged basis to Participant’s attorneys or accountants for purposes of obtaining legal or tax advice or as otherwise required by law.

(b) Waiver and Amendment. The Committee may waive any conditions or rights under, or amend any terms of, this Agreement and the Restricted Stock granted thereunder; provided that any such waiver or amendment that would impair the rights of Participant shall not to that extent be effective without the consent of Participant. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.

(c) Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, facsimile, courier service or personal delivery:

if to the Company:

Santander Consumer USA Inc.

8585 N. Stemmons Frwy.

Suite 1100-North

Dallas, TX 75247

Facsimile: (972) 755-8382

Attention: Eldridge Burns, Esq.

if to Participant: at the address last on the records of the Company.

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if by facsimile.

(d) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

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(e) No Rights to Service. Nothing contained in this Agreement shall be construed as giving Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which is hereby expressly reserved, to remove, terminate or discharge Participant at any time for any reason whatsoever.

(f) Beneficiary. Participant may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, change or revoke such designation by filing a new designation with the Company. The last such designation received by the Company shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Company prior to Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by Participant, the beneficiary shall be deemed to be his spouse or, if Participant is unmarried at the time of death, his estate.

(g) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of Participant and the beneficiaries, executors, administrators, heirs and successors of Participant.

(h) Entire Agreement. This Agreement, the Shareholders Agreement (to the extent applicable) and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations with respect thereto. Participant and the Company shall have all the rights and obligations of parties to contract under this Agreement pursuant to applicable law.

(i) Bound by the Plan. By signing this Agreement, Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.

(j) Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

(k) Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

(l) Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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12. Compliance with Legal Requirements. The grant of the Restricted Stock and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Committee, in its sole discretion, may postpone the issuance or delivery of Shares as the Committee may consider appropriate and may require Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Shares in compliance with applicable laws, rules and regulations.

[Remainder of page intentionally left blank; signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

SANTANDER CONSUMER USA INC.

By:

Title:

[PARTICIPANT]

Number of Shares:

[Signature Page to Restricted Stock Award Agreement]

EX-10.13

Exhibit 10.13

Amendment No. 1 to Santander Consumer USA Inc. 2011 Management Equity Plan

WHEREAS, Santander Consumer USA, Inc. (the “Company”) has previously approved the Santander Consumer USA Inc. 2011 Management Equity Plan (the “Plan”);

WHEREAS, subject to the terms and conditions set forth herein, the Company desires to amend the Plan by entering into this amendment (the “Amendment”) in connection with the proposed initial public offering of the common stock (“Holdings Common Stock”) of Santander Consumer USA Holdings Inc. (“Holdings”), pursuant to the Registration Statement (the “Registration Statement”) of Santander Consumer USA Holdings Inc. on Form S-1 (the “Holdings IPO”), prior to which the shares of Common Stock of the Company will be exchanged for shares of Holdings Common Stock and the equity awards in respect of Common Stock, including the awards subject to the Plan, will be converted into equity awards in respect of Holdings Common Stock (the “Reorganization”);

WHEREAS, this Amendment will be effective as of immediately prior to the consummation of the Holdings IPO; provided, however, that, this Amendment shall be void ab initio if the Holdings IPO is not consummated within 10 days of the Holdings IPO Pricing Date.

NOW, THEREFORE, the Company hereby provides as follows, subject to the conditions as to effectiveness as set forth above:

1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in this Amendment (including the Whereas clauses) and the Plan.

2. Amendment.

(i) Section 5(b) of the Plan is hereby amended and restated in its entirety as follows:

“(b) During the period beginning on the Closing Date and ending on February 1, 2012 (the “Initial Grant Period”), Options to purchase 85% (eighty-five percent) of the shares of Common Stock underlying the Share Reserve shall be granted to employees of the Company and its Subsidiaries in the discretion of the Board, under the advisement of the CEO. Options to purchase the remaining shares of Common Stock (the “Reserve Options”) may, but are not required to be granted to employees of the Company and its Subsidiaries in the discretion of the Board, under advisement of the CEO (or, following an initial public offering of Common Stock, the Committee), following the Initial Grant Period; provided that grants of Reserve Options shall be allocated among one or more of the following: (i) Time Options, (ii) Performance Options that are Premium Strike Price Performance Options and (iii) Performance Options that are Fair Market Value Performance Options, in proportions similar to those set forth in Appendix A. Options that are only allocated to Time Options shall be referred to herein as “Series 2 Options” and Options that are allocated among Time Options and Performance Options (defined below) shall be referred to herein as “Series 3 Options.” Notwithstanding the foregoing, from and after the

Holdings IPO (x) Series 3 Options that are Reserve Options as of the date of the Holdings IPO will be available for grant, and (y) 50% of the Series 2 Options that are Reserve Options as of the date of the Holdings IPO will continue to be available for grant until January 31, 2015 and will be granted on or prior to January 31, 2015, and the remaining 50% of the Series 2 Options will not be available for grant after the Holdings IPO.”

3. Miscellaneous. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Plan are and shall continue to be in full force and effect.

*        *        *

As adopted by the Board of Directors of Santander Consumer USA Inc. as of December 28, 2013.

EX-10.14

Exhibit 10.14

Amendment No. 1 to Option Award Agreement

This AMENDMENT NO. 1, dated as of January __, 2014 (this “Amendment”), to the Option Award Agreement, dated as of December 31, 2011 (the “Agreement”), by and between Santander Consumer USA Inc., an Illinois corporation (the “Company”), and the participant whose signature appears on the signature page hereto (“Participant”);

WITNESSETH:

WHEREAS, the Participant holds one or more options to purchase shares of Common Stock, pursuant to the Agreement and the Santander Consumer USA Inc. 2011 Management Equity Plan (the “Plan”);

WHEREAS, subject to the terms and conditions set forth in this Amendment, the Parties desire to amend the Agreement by entering into this Amendment in connection with the proposed initial public offering of the common stock (“Holdings Common Stock”) of Santander Consumer USA Holdings Inc. (“Holdings”), pursuant to the Registration Statement (the “Registration Statement”) of Santander Consumer USA Holdings Inc. on Form S-1 (the “Holdings IPO”), prior to which the shares of Common Stock of the Company will be exchanged for shares of Holdings Common Stock and the equity awards in respect of Common Stock, including the awards subject to the Agreement, will be converted into equity awards in respect of Holdings Common Stock (the “Reorganization”);

WHEREAS, this Amendment will be effective as of as of the date on which the Underwriting Agreement in connection with the Holdings IPO is executed, the Registration Statement is effective and the initial public offering price of the Holdings Common Stock in the Holdings IPO (the “Offering Price”) is determined (the “Holdings IPO Pricing Date”), subject to Participant’s continued employment with the Company as of the Holdings IPO Pricing Date; provided, however, that, this Amendment shall be void ab initio if the Holdings IPO is not consummated within 10 days of the Holdings IPO Pricing Date.

NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual covenants contained in this Amendment, the Parties do hereby agree as follows, subject to the conditions as to effectiveness as set forth above:

1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in this Amendment (including the Whereas clauses), the Agreement and the Plan.

2. Amendments.

(i) Section 4 of the Agreement is hereby amended and restated in its entirety as follows:

“Vesting. Subject to Section 11 of this Option Agreement and Section 13 of the Plan, the Time Options shall vest subject to, and in accordance with, Section 8(b) of the Plan, and the Performance Options shall vest subject to, and in accordance with, Section 8(c) of the Plan (the “Original Time and Performance Conditions”). The Threshold ROE Hurdle targets applicable to the Performance Options are set forth in Exhibit B of this Option Agreement. In the event of a Change in Control, the vesting of Options will be governed by Section 12 of the Plan. Notwithstanding any provision hereof to the contrary, effective as of the Holdings IPO Pricing Date, any unvested Time Options shall immediately become vested and exercisable and any unvested Performance Options shall immediately become vested and exercisable at the same level as if the Company had achieved the Average ROE Hurdle with respect to the full applicable Five-Year Performance Period.”

(ii) Section 5 of the Agreement is hereby amended and restated in its entirety as follows:

“Exercise of Options. Options that have become vested and exercisable in accordance with this Option Agreement and the Plan (“Vested Options”) may be exercised, in whole or in part (but for the purchase of whole Shares only), by delivery to the Company of (i) written or electronic notice, complying with Section 9(b) of the Plan and the applicable procedures established by the Committee or the Company, stating the number of Options that are thereby exercised, the Exercise Price, the manner of payment for such Shares and the manner of satisfaction of applicable withholding taxes, (ii) full payment, in accordance with Section 9(a) of the Plan, of the aggregate Exercise Price for the Shares with respect to which the Options are thereby exercised and (iii) evidence of full satisfaction of all requirements of Section 9(c) of the Plan, including the payment of any applicable withholding taxes in any manner set forth in Section 10 of the Plan. The notice shall be signed by the Optionee or any other person then entitled to exercise the Options. Notwithstanding anything in this Option Agreement or the Plan to the contrary, the Optionee shall, subject to any restrictions set forth in any agreement other than the Option Agreement or the Plan, from and after the Holdings IPO Pricing Date, have the right to satisfy the payment of the applicable aggregate Exercise Price in accordance with Section 9(a)(ii) of the Plan with respect to the Vested Options on the schedule set forth below (and such ability to use the “cashless exercise program” shall not be available with respect to any other Vested Options until such time as set forth below).

A. 36% of Vested Options shall be exercisable with the applicable Exercise Price able to be satisfied through the “cashless exercise program” from and after the Holdings IPO Pricing Date (the “IPO Options”);

B. An additional 18% of Vested Options shall be exercisable with the applicable Exercise Price able to be satisfied through the “cashless exercise program” as of January 1, 2015;

C. An additional 18% of Vested Options shall be exercisable with the applicable Exercise Price able to be satisfied through the “cashless exercise program” as of January 1, 2016;

D. An additional 18% of Vested Options shall be exercisable with the applicable Exercise Price able to be satisfied through the “cashless exercise program” as of

January 1, 2017 (the IPO Options and the Vested Options set forth in clause B through D collectively referred to herein as “Special Exercise Options” and the date that the aggregate Exercise Price of each tranche of such Special Exercise Options may be satisfied through the “cashless exercise program” shall be referred to herein as the “Special Exercise Date”); and

E. The remaining 10% of Vested Options shall be exercisable with the applicable Exercise Price satisfied through the “cashless exercise program” as of January 1, 2018 (the “Delayed Exercise Options”);

The Optionee may pay the applicable aggregate Exercise Price for the Vested Options prior to the Special Exercise Date solely in cash (by wire transfer of immediately available funds to a bank account of the Company designated by the Company or by delivery of a personal or certified check payable to the Company), and any Shares acquired through the exercise of such Vested Options shall be subject to the transfer restrictions set forth in Section 2.1(b) of the Management Shareholders Agreement until January 1, 2018 (the “Delayed Lapse Date”).”

(iii) Section 6 of the Agreement is hereby amended and restated in its entirety as follows:

“Forfeiture of Options; Expiration of Term. Notwithstanding anything to the contrary in the Plan or this Option Agreement, including, without limitation, in Section 8(b), 8(c) or 13 of the Plan, all Options (including Vested Options) will be automatically forfeited upon the Optionee’s separation from service with the Company and its Subsidiaries for any reason; provided, that, all Vested Options that meet the Original Time and Performance Conditions at the time of the Optionee’s separation from service with the Company and its Subsidiaries for any reason shall remain exercisable until the expiration of the relevant period set forth in Section 7 of the Plan.”

(iv) Section 8 of the Agreement is hereby amended and restated in its entirety as follows:

“Non-Transferability of Options; Shareholders Agreements. Except to the extent otherwise determined by the Committee, Options may not be sold, assigned, alienated transferred, pledged, attached or encumbered except as provided in Section 17 of the Plan. Shares acquired pursuant to the exercise of Options hereunder will be subject to the Management Shareholders Agreement; provided, however, that, effective as of the Holdings IPO Pricing Date, and (i) prior to the consummation of the Holdings IPO, for the limited purpose of transferring Shares acquired through the exercise of IPO Options that are vested by their terms as of immediately prior to the Holdings IPO Pricing Date in connection with the Optionee’s sale of such Shares in the Holdings IPO, and (ii) following the Holdings IPO, with respect to Shares acquired through the exercise of Special Exercise Options and for any purpose, in each case, subject to any other agreements entered into by the Optionee, Shares acquired through the exercise of IPO Options or Special Exercise Options, as applicable, shall not be subject to the transfer restrictions set forth in Section 2.1(b) of the Management Shareholders Agreement upon exercise; provided, further, however, that any Shares underlying the Vested Options that are exercised prior to the Special Exercise Date that applies to that tranche of Vested Options

shall remain subject to the transfer restrictions set forth in Section 2.1(b) of the Management Shareholders Agreement until the applicable Special Exercise Date (and with respect to the Delayed Exercise Options, the Delayed Lapse Date). Any purported or attempted sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of an Option in violation of the provisions of this Section 8 and Section 17 of the Plan or the Shares acquired pursuant to the exercise of such Options contrary to the provisions of the Management Shareholders Agreement (taking into account the terms of the provisos set forth above) shall be null and void and without effect.”

3. Miscellaneous. The Participant hereby acknowledges and agrees that nothing in this Amendment or the amendment to the Plan limiting the requirement to grant awards in respect of the remaining Reserve Options materially and adversely impairs the Participant’s rights under the Agreement or the Plan. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are and shall continue to be in full force and effect. The provisions of Article VII and Sections 8.1 through 8.10 of the Agreement shall apply mutatis mutandis to this Amendment.

[signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.

SANTANDER CONSUMER USA INC.

By:

Name:

Title:

THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS OPTION AGREEMENT, INCLUDING THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 14 OF THIS OPTION AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU SHALL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS OPTION AGREEMENT.

OPTIONEE

By:

Name:

[Signature Page to Amendment No. 1 to the Option Award Agreement – Dundon / Kulas / Grubb]

EX-10.15

Exhibit 10.15

Amendment No. 1 to Option Award Agreement

This AMENDMENT NO. 1, dated as of January __, 2014 (this “Amendment”), to the Option Award Agreement, dated as of                                  (the “Date of Grant”) (the “Agreement”), by and between Santander Consumer USA Inc., an Illinois corporation (the “Company”), and the participant whose signature appears on the signature page hereto (“Participant”);

WITNESSETH:

WHEREAS, the Participant holds one or more options to purchase shares of Common Stock, pursuant to the Agreement and the Santander Consumer USA Inc. 2011 Management Equity Plan (the “Plan”);

WHEREAS, subject to the terms and conditions set forth in this Amendment, the Parties desire to amend the Agreement by entering into this Amendment in connection with the proposed initial public offering of the common stock (“Holdings Common Stock”) of Santander Consumer USA Holdings Inc. (“Holdings”), pursuant to the Registration Statement (the “Registration Statement”) of Santander Consumer USA Holdings Inc. on Form S-1 (the “Holdings IPO”), prior to which the shares of Common Stock of the Company will be exchanged for shares of Holdings Common Stock and the equity awards in respect of Common Stock, including the awards subject to the Agreement, will be converted into equity awards in respect of Holdings Common Stock (the “Reorganization”);

WHEREAS, this Amendment will be effective as of as of the date on which the Underwriting Agreement in connection with the Holdings IPO is executed, the Registration Statement is effective and the initial public offering price of the Holdings Common Stock in the Holdings IPO (the “Offering Price”) is determined (the “Holdings IPO Pricing Date”), subject to Participant’s continued employment with the Company as of the Holdings IPO Pricing Date; provided, however, that, this Amendment shall be void ab initio if the Holdings IPO is not consummated within 10 days of the Holdings IPO Pricing Date.

NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual covenants contained in this Amendment, the Parties do hereby agree as follows, subject to the conditions as to effectiveness as set forth above:

1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in this Amendment (including the Whereas clauses), the Agreement and the Plan.

2. Amendments.

(i) Section 5 of the Agreement is hereby amended and restated in its entirety as follows:

“Exercise of Options. Options that have become vested and exercisable in accordance with this Option Agreement and the Plan (“Vested Options”) may be exercised, in whole or in part (but for the purchase of whole Shares only), by delivery to the Company of (i) written or electronic notice, complying with Section 9(b) of the Plan and the applicable procedures established by the Committee or the Company, stating the number of Options that are thereby exercised, the Exercise Price, the manner of payment for such Shares and the manner of satisfaction of applicable withholding taxes, (ii) full payment, in accordance with Section 9(a) of the Plan, of the aggregate Exercise Price for the Shares with respect to which the Options are thereby exercised and (iii) evidence of full satisfaction of all requirements of Section 9(c) of the Plan, including the payment of any applicable withholding taxes in any manner set forth in Section 10 of the Plan. The notice shall be signed by the Optionee or any other person then entitled to exercise the Options. Notwithstanding anything in this Option Agreement or the Plan to the contrary, the Optionee shall, subject to any restrictions set forth in any agreement other than the Option Agreement or the Plan, from and after the Holdings IPO Pricing Date, have the right to satisfy the payment of the applicable aggregate Exercise Price in accordance with Section 9(a)(ii) of the Plan, to the extent applicable, with respect to 90% of each tranche of Vested Options as such Options vest (and such ability to use the “cashless exercise program” shall not be available with respect to the remaining 10% of each such tranche of Vested Options until the date set forth below) (the 90% portion(s) of such tranches of Vested Options that are Vested Options as of the Holdings IPO Pricing Date, the “IPO Options” and each 90% portion of such tranches of Vested Options including the IPO Options, the “Special Exercise Options”). Until the sixth anniversary of the Date of Grant, the Optionee may pay the applicable Exercise Price for the remaining 10% of each tranche of Vested Options (“Delayed Exercise Options”), or any portion thereof, solely in cash (by wire transfer of immediately available funds to a bank account of the Company designated by the Company or by delivery of a personal or certified check payable to the Company) and any Shares acquired through the exercise of such Delayed Exercise Options shall be subject to the transfer restrictions set forth in Section 2.1(b) of the Management Shareholders Agreement until such sixth anniversary of the Date of Grant (the “Delayed Lapse Date”). For the avoidance of doubt, to the extent that multiple tranches of Options have vested and become Vested Options prior to the consummation of the Holdings IPO Pricing Date, the aggregate Exercise Price with respect to 90% of all such Vested Options may be satisfied through the “cashless exercise program,” to the extent applicable, from and after the Holdings IPO Pricing Date.”

(ii) Section 8 of the Agreement is hereby amended and restated in its entirety as follows:

“Non-Transferability of Options; Shareholders Agreements. Except to the extent otherwise determined by the Committee, Options may not be sold, assigned, alienated transferred, pledged, attached or encumbered except as provided in Section 17 of the Plan. Shares acquired pursuant to the exercise of Options hereunder will be subject to the Management Shareholders Agreement; provided, however, that, effective as of the Holdings IPO Pricing Date, and (i) prior to the consummation of the

Holdings IPO, for the limited purpose of transferring Shares acquired through the exercise of IPO Options that are vested by their terms as of immediately prior to the Holdings IPO Pricing Date in connection with the Optionee’s sale of such Shares in the Holdings IPO, and (ii) following the Holdings IPO, with respect to Shares acquired through the exercise of Special Exercise Options and for any purpose, in each case, subject to any other agreements entered into by the Optionee, Shares acquired through the exercise of IPO Options or Special Exercise Options, as applicable, shall not be subject to the transfer restrictions set forth in Section 2.1(b) of the Management Shareholders Agreement upon exercise; provided, further, however, that any Shares underlying the Delayed Exercise Options shall remain subject to the transfer restrictions set forth in Section 2.1(b) of the Management Shareholders Agreement until the Delayed Lapse Date. Any purported or attempted sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of an Option in violation of the provisions of this Section 8 and Section 17 of the Plan or the Shares acquired pursuant to the exercise of such Options contrary to the provisions of the Management Shareholders Agreement (taking into account the terms of the proviso set forth above) shall be null and void and without effect.”

3. Miscellaneous. The Participant hereby acknowledges and agrees that nothing in this Amendment or the amendment to the Plan limiting the requirement to grant awards in respect of the remaining Reserve Options materially and adversely impairs the Participant’s rights under the Agreement or the Plan. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are and shall continue to be in full force and effect. The provisions of Article VII and Sections 8.1 through 8.10 of the Agreement shall apply mutatis mutandis to this Amendment.

[signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.

SANTANDER CONSUMER USA INC.

By:

Name:

Title:

THIS AWARD IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE PLAN AND THIS OPTION AGREEMENT, INCLUDING THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 14 OF THIS OPTION AGREEMENT. BY SIGNING YOUR NAME BELOW, YOU SHALL HAVE CONFIRMED YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS OPTION AGREEMENT.

OPTIONEE

By:

Name:

[Signature Page to Amendment No. 1 to the Option Award Agreement]

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 5 to Registration Statement No. 333-189807 of our report dated July 3, 2013 relating to the consolidated financial statements of Santander Consumer USA Inc. and Subsidiaries appearing in the Prospectus, which is part of this Registration Statement and to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Dallas, Texas

January 8, 2014